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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q
             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

               For the quarterly period ended September 30, 2000
                               ------------------


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

                         Commission File Number 0-22970


                                   TREEV, INC.
        (Exact name of small business issuer as specified in its charter)

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

          13900 Lincoln Park Drive, Suite 300, Herndon, Virginia 20171
                    (Address of principal executive offices)


                                 (703) 478-2260
                           (Issuer's telephone number)


         Indicate  by check  mark  whether  the  registrant:  (1) has  filed all
reports  required to be filed by Section 13 or 15(d) of the Securities  Exchange
Act of 1934  during  the past 12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

         Indicate  the  number of  shares  outstanding  of each of the  issuer's
classes of common stock, as of the latest practicable date: 16,193,054 shares of
common stock, $.0001 par value, as of September 30, 2000.


<PAGE>

                                   TREEV, INC.

                                    Form 10-Q


                                Table of Contents



PART I   FINANCIAL INFORMATION

Item 1.  Financial Statements.

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

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

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

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

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

Notes to 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.                                                   15

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


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


<TABLE>
<CAPTION>
                                                                                      September 30,      December 31,
                                                                                          2000               1999
                                                                                  ----------------       --------------
                                                                                     (Unaudited)
                                  ASSETS
<S>                                                                             <C>                    <C>
Current assets:
   Cash and cash equivalents                                                    $             751      $         1,886
   Short term investments                                                                     348                    -
   Accounts and notes receivable, net                                                      10,768               13,816
   Inventories                                                                                675                1,135
   Prepaid expenses and other                                                               1,348                1,111
                                                                                  ----------------       --------------
         Total current assets                                                              13,890               17,948
Fixed assets, net                                                                           1,310                1,237
Long-term notes receivable, net                                                                 -                   21
Software development costs, net                                                             4,420                3,627
Other assets                                                                                  308                  458
                                                                                  ----------------       --------------
           Total assets                                                         $          19,928      $        23,291
                                                                                  ================       ==============


                    LIABILITIES & STOCKHOLDERS' EQUITY

Current liabilities:
    Current debt maturities and obligations under capital leases                $          10,580      $         7,572
    Accounts payable                                                                        2,162                2,374
    Accrued compensation and expenses                                                       1,075                1,160
    Deferred revenue                                                                        3,673                3,143
    Other accrued expenses                                                                  2,577                1,497
                                                                                  ----------------       --------------
           Total current liabilities                                                       20,067               15,746
Long-term debt and obligations under capital leases                                           322                  120
                                                                                  ----------------       --------------
           Total liabilities                                                               20,389               15,866
Stockholders' equity (deficit):
    Convertible preferred stock, $.0001 par value, 20,000,000 shares
        authorized; 1,605,025 and 1,610,025 shares issued and outstanding                       -                    -
    Common stock, $.0001 par value, 100,000,000 shares authorized;
        16,193,054 and 14,237,009 shares issued and outstanding                                 2                    1
    Additional paid-in-capital                                                            142,017              141,841
    Accumulated deficit                                                                  (142,480)            (134,417)
                                                                                  ----------------       --------------
           Total stockholders' equity (deficit)                                              (461)               7,425
                                                                                  ----------------       --------------
           Total liabilities and stockholders' equity (deficit)                 $          19,928      $        23,291
                                                                                  ================       ==============




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

<TABLE>
<CAPTION>
                                                                           Three Months Ended September 30,
                                                                               2000                  1999
                                                                        -----------------      ---------------
<S>                                                                   <C>                    <C>
Revenue:
  Products                                                            $            2,226     $          5,314
  Services                                                                         3,545                3,400
                                                                        -----------------      ---------------
                                                                                   5,771                8,714
                                                                        -----------------      ---------------
Costs and expenses:
  Cost of products sold                                                            1,083                1,597
  Cost of services provided                                                        2,401                2,137
  Sales and marketing                                                              2,364                2,706
  General and administrative                                                       1,007                  761
  Product development                                                              1,068                1,099
                                                                        -----------------      ---------------
                                                                                   7,923                8,300
                                                                        -----------------      ---------------
Loss before interest expense and income taxes                                     (2,152)                 414
  Interest expense, net                                                             (298)                (133)
                                                                        -----------------      ---------------
Loss before income taxes                                                          (2,450)                 281
  Income tax benefit                                                                   -                    -
                                                                        -----------------      ---------------
Net loss                                                                          (2,450)                 281
                                                                        -----------------      ---------------

Preferred stock dividends                                                           (337)                (337)
                                                                        -----------------      ---------------
Net loss applicable to common shares                                  $           (2,787)    $            (56)
                                                                        =================      ===============

Net loss per common share                                             $            (0.17)    $          (0.00)
                                                                        =================      ===============

Weighted average shares outstanding                                           16,145,084           12,851,866
                                                                        =================      ===============














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

<TABLE>
<CAPTION>
                                                                           Nine Months Ended September 30,
                                                                             2000                  1999
                                                                        ----------------      ---------------

<S>                                                                   <C>                   <C>
Revenue:
  Products                                                            $           6,541     $         12,354
  Services                                                                       10,180                9,803
                                                                        ----------------      ---------------
                                                                                 16,721               22,157
                                                                        ----------------      ---------------
Costs and expenses:
  Cost of products sold                                                           3,401                5,323
  Cost of services provided                                                       6,668                6,310
  Sales and marketing                                                             7,767                7,828
  General and administrative                                                      2,976                2,394
  Product development                                                             3,201                3,150
                                                                        ----------------      ---------------
                                                                                 24,013               25,005
                                                                        ----------------      ---------------
Loss before interest expense and income taxes                                    (7,292)              (2,848)
  Interest expense, net                                                            (771)                (178)
                                                                        ----------------      ---------------
Loss before income taxes                                                         (8,063)              (3,026)
  Income tax benefit                                                                  -                    -
                                                                        ----------------      ---------------
Net loss                                                                         (8,063)              (3,026)
                                                                        ----------------      ---------------

Preferred stock dividends                                                        (1,011)              (1,011)
                                                                        ----------------      ---------------
Net loss applicable to common shares                                  $          (9,074)    $         (4,037)
                                                                        ================      ===============

Net loss per common share                                             $           (0.59)    $          (0.32)
                                                                        ================      ===============

Weighted average shares outstanding                                          15,505,649           12,792,448
                                                                        ================      ===============














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

<TABLE>
<CAPTION>


                                                                                     Additional
                                   Preferred Stock              Common Stock          paid-in           Accumulated
                                 Shares        Amt.          Shares        Amt.        capital             Deficit           Total
                              ---------------------      ----------------------   -------------      -------------   ---------------

<S>                            <C>            <C>         <C>              <C>        <C>               <C>                 <C>
Balance December 31, 1999      1,610,025      $ -         14,237,009       $ 1        $ 141,841         $(134,417)          $ 7,425

Issuance of common stock                                     333,699         -              513                                 513

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

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

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

Net loss                                                                                                   (8,063)           (8,063)
                              ---------------------      ----------------------   -------------      -------------   ---------------

Balance September 30, 2000     1,605,025      $ -         16,193,054       $ 2        $ 142,017         $(142,480)          $  (461)
                              =====================      ======================   =============      =============   ===============













   The accompanying notes are an integral part of these financial statements.
</TABLE>
                                       5
<PAGE>
                                             TREEV, INC.
                                      STATEMENTS OF CASH FLOWS
                                           (In thousands)
                                            (Unaudited)

<TABLE>
<CAPTION>
                                                                                       Nine months ended September 30,
                                                                                        2000                     1999
                                                                                  -----------------        -----------------

<S>                                                                             <C>                      <C>
Cash flows from operating activities:
    Net loss                                                                    $           (8,063)      $           (3,026)
    Adjustments to reconcile net loss to net cash
         used in operating activities:
              Depreciation and amortization                                                  1,745                    1,703
              Other non-cash interest fees                                                     433                      223
              Changes in assets and liabilities:
                        Accounts and notes receivable                                        2,535                   (1,713)
                        Inventories                                                            460                     (182)
                        Prepaid expenses and other                                            (212)                    (301)
                        Accounts payable                                                      (212)                     310
                        Accrued expenses                                                       659                     (757)
                        Deferred revenue                                                       530                   (2,112)
                                                                                  -----------------        -----------------
Net cash used in operating activities                                                       (2,125)                  (5,855)
                                                                                  -----------------        -----------------

Cash flows from investing activities:
     Software development costs                                                             (1,738)                  (1,252)
     Purchases of fixed assets                                                                (451)                    (384)
     Cash received from business divestitures and related costs                                534                      285
                                                                                  -----------------        -----------------
Net cash used in investing activities                                                       (1,655)                  (1,351)
                                                                                  -----------------        -----------------

Cash flows from financing activities:
     Proceeds from issuance of common stock, net                                               513                      854
     Cash dividends paid on preferred stock                                                      -                     (674)
     Proceeds from issuance of convertible notes                                                 -                    1,997
     Proceeds from issuance of subordinated notes                                            2,500                    1,100
     Redemption of convertible notes                                                             -                     (200)
     Borrowings from line of credit                                                         20,644                   14,862
     Repayments of line of credit                                                          (20,957)                 (11,745)
     Principal payments on capital lease obligations and debt                                  (55)                    (105)
                                                                                  -----------------        -----------------
Net cash provided by financing activities                                                    2,645                    6,089
                                                                                  -----------------        -----------------

Net decrease in cash and cash equivalents                                                   (1,135)                  (1,117)
Cash and cash equivalents at beginning of year                                               1,886                    1,645
                                                                                  -----------------        -----------------
Cash and cash equivalents at September 30,                                      $              751       $              528
                                                                                  =================        =================

Supplemental Cash Flow Information:
     Interest paid                                                              $              385       $              144
                                                                                  =================        =================


</TABLE>

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

                                       6
<PAGE>

                                   TREEV, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           September 30, 2000 and 1999
               (In thousands, except share and per share amounts)
                                   (Unaudited)

1.       BASIS OF PRESENTATION

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

2.       RECENT ACCOUNTING PRONOUNCEMENTS

In December  1999, the SEC released Staff  Accounting  Bulletin  ("SAB) No. 101,
"Revenue  Recognition in Financial  Statements,"  which provides guidance on the
recognition,  presentation  and  disclosure  of revenue in financial  statements
filed with the SEC.  Subsequently,  the SEC released SAB 101A, which delayed the
implementation  date of SAB 101 for  registrants  with  fiscal  years that begin
between  December 16, 1999 and March 15, 2000. In June 2000,  the SEC issued SAB
101B,  further  delaying the required  implementation  of SAB 101 by the Company
until the fourth  quarter of fiscal year 2000.  The Company  does not expect the
application  of SAB 101 to have a material  impact on its financial  position or
results of operations.

3.       ISSUANCE OF SUBORDINATED NOTES

During the second and third quarters of 2000,  the Company  issued  Subordinated
Promissory Notes (the "Promissory  Notes") due December 31, 2000,  totaling $2.5
million and bearing  interest of 13.5%. The Promissory Notes are subordinated to
the  Company's  revolving  line of credit and are  collateralized  by all of the
Company's accounts receivable,  inventory,  equipment,  general intangibles, and
other  personal  property  assets.  Interest  payments  are due  monthly and the
Promissory  Notes may be prepaid at any time  without  premium  or  penalty.  CE
Computer Equipment AG is the lender of the Promissory Notes.

4.       ISSUANCE OF COMMON STOCK

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

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

                                       7
<PAGE>

During the first, second, and third quarters of 2000, the Company issued 317,993
shares of Common Stock  attributable  to exercises of  previously  granted stock
options and warrants.

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

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

5.       BUSINESS SEGMENTS

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

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

<TABLE>
<CAPTION>

                                      Products           Services           Corporate           Total
                                 ------------------- ------------------ ------------------ ----------------
<S>                                   <C>                <C>                 <C>              <C>
2000
    Revenues                          $ 6,541            $10,180             $ ---            $16,721
    Segment loss                       (1,150)            (3,166)             (2,976)          (7,292)

1999
    Revenues                          $12,354            $ 9,803             $ ---            $22,157
    Segment profit (loss)                 910             (1,364)             (2,394)          (2,848)
</TABLE>

6.       BUSINESS COMBINATIONS

The  Company  has  entered  into an  Agreement  and Plan of  Merger  dated as of
November  19, 1999 (the "Merger  Agreement")  with CE Computer  Equipment  AG, a
German  corporation.  CE Computer Equipment and the Company amended and restated
the Merger agreement as of May 8, 2000, to reflect that they no longer intend to
account for the  transaction as a pooling of interests and expect that they will
account for the  acquisition  as a purchase  transaction.  Provided that certain

                                       8
<PAGE>

conditions are met, as set forth in the Merger  Agreement,  at the conclusion of
the merger,  the Company  will become a wholly owned  subsidiary  of CE Computer
Equipment.  Under the terms of the Merger Agreement,  CE Computer Equipment will
issue a total of 6,650,000  Ordinary  Shares in the form of American  Depositary
Shares ("ADSs") in exchange for the outstanding  shares of the Company's  Common
Stock and Preferred Stock and for the  outstanding  warrants and options for the
Company's  Common Stock.  The merger is subject to governmental  and shareholder
approvals and customary closing conditions. Shareholders owning more than 33% of
the  Company's  Common  Stock have  agreed to vote their  shares in favor of the
merger, which is expected to be completed in the fourth quarter of 2000.

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

         The Company has had net losses in each period of its  operations  since
its inception,  except for four quarters,  and it had an accumulated  deficit at
September  30, 2000,  of $142  million.  Although the Company  expects  improved
operating  results in the future,  there can be no  assurances  that the Company
will not experience adverse results of operations in the future.

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

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

                                       10
<PAGE>
Results of Operations - Three months ended September 30, 2000 and 1999

                   Revenues.  Total  revenues were $5.8 million and $8.7 million
for the three months ended September 30, 2000 and 1999,  respectively.  The $2.9
million  decrease in revenue was the result of a decrease in product  revenue of
$3.0  million,  or 58%, and an increase in service  revenue of $100,000,  or 4%.
Management  believes  that the  decrease  in product  revenue  was the result of
certain events and factors that include the delayed  implementation of sales and
marketing  plans  due to the  pending  merger  and the delay in  completing  the
merger;  the  inability to attract and retain  qualified  sales  representatives
pending the merger;  the  inability to close  forecasted  sales;  and  increased
competition in the Company's banking sector.  Although  Management believes that
the  closing of the  pending  merger in the near term will  result in  increased
sales,  there can be no  assurances  that these  trends will not  continue.  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
19% for the three months ended  September 30, 2000,  compared to the same period
in 1999,  as cost of  products  sold  increased  from 30% to 49% of  sales.  The
decrease  in product  sales  margins  from 70% to 51% was  primarily  due to the
decrease in hardware margin contribution as a result of competitive pressures in
obtaining or securing  sales.  Profit margins for service sales decreased 5% for
the three months ended September 30, 2000,  compared to the same period in 1999,
as the cost of  services  increased  from 63% to 68% of sales.  The  decrease in
service  sales  margins from 37% to 32% was largely due to the increase in costs
related to third party consultants.

                   Sales and marketing.  Sales and marketing  expenses were $2.4
million,  or 41% of revenue,  for the three  months  ended  September  30, 2000,
compared to $2.7 million,  or 31% of revenue,  for the same period in 1999.  The
decrease  of  $300,000,  or 13%,  was the result of the reduced  sales  expenses
attributable to the decrease in product revenue for the quarter.

                   General  and   administrative.   General  and  administrative
expenses  were $1.0  million,  or 17% of  revenue,  for the three  months  ended
September 30, 2000, compared to $800,000,  or 9% of revenue, for the same period
in 1999.  The  increase of  $200,000,  or 32%,  was due to  increased  operating
expenses related to costs associated with the pending merger, increased employee
benefits, business taxes, legal fees and rent and utilities on the new corporate
office facility.

                   Product development.  The Company's  expenditures on software
research and  development  activities  in the three months ended  September  30,
2000,  were $1.7 million,  of which $700,000 were  capitalized  and $1.0 million
were expensed. Research and development expenditures for the same period in 1999
were $1.5  million,  of which  $400,000 were  capitalized  and $1.1 million were
expensed. The $200,000 increase in research and development expenditures was due
to the  Company's  continued  development  of new products and  enhancements  to
existing  products  to maintain  the  Company's  competitive  product and market
position.

                                       11
<PAGE>
                   Net loss.  The  Company's net loss for the three months ended
September 30, 2000, was $2.4 million as compared to a net profit of $280,000 for
the  comparable  period  of 1999.  The net loss  increase  of $2.7  million  was
primarily due to the decrease in revenue and related margins.

                   Net loss applicable to Common Shares. The net loss applicable
to common  shares  includes  adjustments  for  dividend  amounts  related to the
Company's  preferred  shares.  The net loss applicable to common shares was $2.8
million,  or $0.17 per share,  for the three months ended September 30, 2000, as
compared to $56,000 or $0.00 per share,  for the comparable  period in 1999. The
increase in net loss applicable to common shares is attributable to the increase
in net loss described above.

Results of Operations - Nine months ended September 30, 2000 and 1999

                   Revenues. Total revenues were $16.7 million and $22.1 million
for the nine months ended  September 30, 2000 and 1999,  respectively.  The $5.4
million  decrease in revenue was the result of a decrease in product  revenue of
$5.8 million,  or 47%, offset by an increase in service revenue of $400,000,  or
4%.  Management  believes that the decrease in product revenue was the result of
certain events and factors that include the delayed  implementation of sales and
marketing  plans  due to the  pending  merger  and the delay in  completing  the
merger;  the  inability to attract and retain  qualified  sales  representatives
pending the merger;  the  inability to close  forecasted  sales;  and  increased
competition in the Company's banking sector.  Although  Management believes that
the  closing of the  pending  merger in the near term will  result in  increased
sales,  there can be no  assurances  that these  trends will not  continue.  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 9%
for the nine months ended  September  30,  2000,  compared to the same period in
1999, as cost of products sold increased from 43% to 52% of sales.  The decrease
in  product  sales  margins  from 57% to 48% was due to a decrease  in  hardware
margin  contribution  as a result  of  competitive  pressures  in  obtaining  or
securing  sales.  Profit  margins for service  sales  decreased  2% for the nine
months ended  September  30, 2000,  compared to the same period in 1999,  as the
cost of services  increased  from 64% to 66% of sales.  The  decrease in service
sales  margins from 36% to 34% was largely due to the increase in costs  related
to third party consultants.

                   Sales and marketing.  Sales and marketing  expenses were $7.7
million,  or 46% of  revenue,  for the nine months  ended  September  30,  2000,
compared to $7.8 million,  or 35% of revenue,  for the same period in 1999.  The
decrease  of  $100,000,  or 1%, was the  result of the  reduced  sales  expenses
attributable to the decrease in product revenue for the period.

                   General  and   administrative.   General  and  administrative
expenses  were  $3.0  million,  or 18% of  revenue,  for the nine  months  ended
September 30, 2000,  compared to $2.4 million,  or 11% of revenue,  for the same
period in 1999. The increase of $600,000, or 24%, was due to increased operating
expenses related to costs associated with the pending merger, increased employee
benefits, business taxes, legal fees and rent and utilities on the new corporate
office facility.

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<PAGE>
                   Product development.  The Company's  expenditures on software
research and  development  activities  for the nine months ended  September  30,
2000, were $4.9 million, of which $1.7 million were capitalized and $3.2 million
were expensed. Research and development expenditures for the same period in 1999
were $4.4 million,  of which $1.3 million were capitalized and $3.1 million were
expensed. The $500,000 increase in research and development expenditures was due
to the  Company's  continued  development  of new products and  enhancements  to
existing  products  to maintain  the  Company's  competitive  product and market
position.

                   Net loss.  The  Company's  net loss for the nine months ended
September  30,  2000,  was $8.1  million as  compared  to $3.0  million  for the
comparable  period in 1999.  The net loss increase of $5.1 million was primarily
due to the decrease in revenue and related margins,  along with the increases in
general and  administrative  expenses as described above and a $600,000 increase
in interest expense due to increased borrowings under the subordinated notes.

                   Net loss applicable to Common Shares. The net loss applicable
to common  shares  includes  adjustments  for  dividend  amounts  related to the
Company's  preferred  shares.  The net loss applicable to common shares was $9.1
million,  or $.59 per share,  for the nine months ended  September  30, 2000, as
compared to $4.0 million or $.32 per share,  for the comparable  period in 1999.
The increase in net loss  applicable  to common  shares is  attributable  to the
increase in net loss described above.

Liquidity and Capital Resources

         As of  September  30,  2000,  the Company had $750,000 in cash and cash
equivalents,  as  compared  to $1.9  million  in cash  and cash  equivalents  at
December 31, 1999. Net working  capital was $(6.2) million at September 30, 2000
and $2.2 million at December 31, 1999.  The Company's  net tangible  assets were
$(450,000)  and $7.4  million as of  September  30, 2000 and  December 31, 1999,
respectively.

         For the nine months ended September 30, 2000, the $1.1 million decrease
in cash  and  cash  equivalents  resulted  from  $2.1  million  in cash  used in
operating  activities  and $1.6  million in cash used in  investing  activities,
offset by $2.6 million in cash provided by financing activities.

         The $2.1 million used in operating  activities arose primarily from the
$8.1  million  loss from  operations,  offset by the $2.5  million  decrease  in
accounts and notes receivable,  the $700,000  increase in accrued expenses,  the
$500,000  increase in deferred  revenue and the $1.7 million in depreciation and
amortization  charges.  The $1.6  million  used in  investing  activities  arose
primarily from capitalized software  development costs of $1.7million.  The $2.6
million  provided by financing  activities arose primarily from the $2.5 million
proceeds from the issuance of the  promissory  notes and $500,000  proceeds from
the  issuance  of common  stock,  offset by the  $300,000 in  repayments  of the
Company's revolving line of credit.

                                       13
<PAGE>
         During the first  quarter  of 1999,  the  Company  secured a $5 million
revolving  line of credit from a commercial  bank. The Company can draw up to $5
million  on the line of credit for  working  capital  needs  based on 80% of its
eligible receivables. The line of credit bears interest at a rate equal to prime
plus 2%. The line of credit shall remain in effect until  November 30, 2000. 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, 2000, the Company had $4.5 million  outstanding  under the line
of credit.

         Although the Company expects improved  operating  results in the fourth
quarter and in the future,  there can be no assurances that the Company will not
continue to experience  adverse  results of  operations in the future.  Although
management  believes  that the closing of the pending  merger  transaction  will
improve  operating  results  and  increase  software  sales,  there  can  be  no
assurances  that the operating  results will improve in the near term.  Although
the Company  believes,  based on its current  forecasts  and  budgets,  that its
existing cash and cash flows from operations should provide sufficient resources
to fund its  activities  and  operations  through the next twelve  months and to
maintain its listing on the Nasdaq National Market,  anticipated cash flows from
operations are largely dependent upon the Company's ability to achieve its sales
and gross profit  objectives for its TREEV suite of products.  If the Company is
unable to meet these  objectives,  it will  consider  additional  borrowings  or
offerings of debt or equity  securities  and/or further  reductions of operating
expenses, such as travel, marketing, consulting and salaries.

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

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

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

         During the first,  second,  and third  quarters  of 2000,  the  Company
issued  317,993 shares of Common Stock  attributable  to exercises of previously
granted stock options and warrants.

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

Item 3.           Changes Upon Senior Securities

                  None.

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

                  None.

Item 6.           Exhibits and Reports on Form 8-K

(a)               Exhibits.

                  27.1     Financial data schedule

(b)               Reports on Form 8-K.

                  None.


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<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:  November 14, 2000          By /s/ Thomas A. Wilson
                                     -------------------------------------------
                                  Thomas A. Wilson
                                  President and Chief Executive Officer


Date:  November 14, 2000          By /s/ Brian H. Hajost
                                     -------------------------------------------
                                  Brian H. Hajost
                                  Executive Vice President,
                                  Finance and Corporate Development



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