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 June 30, 1999


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

                         Commission File Number 0-22970


                                   TREEV, INC.
             (Exact name of 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: 12,806,943 shares of
common stock, $.0001 par value, as of June 30, 1999.


<PAGE>


                                   TREEV, INC.
                                   Form 10-Q/A


                                Table of Contents



PART I   FINANCIAL INFORMATION

Item 1.  Financial Statements.

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

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

            Statements of Operations (unaudited) for the six
            months ended June 30, 1999 and 1998                            4

            Statement of Changes in Stockholders' Equity (unaudited)
            for the six months ended June 30, 1999                         5

            Statements of Cash Flows (unaudited) for the six
            months ended June 30, 1999 and 1998                            6

            Notes to Financial Statements                                  7

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


PART II. OTHER INFORMATION

Item 1.  Legal Proceedings.                                                16

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



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



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

Current assets:
   Cash and cash equivalents                             $   1,741    $   1,645
   Accounts and notes receivable, net                       10,721       11,419
   Inventories                                                 567          911
   Prepaid expenses and other                                  780          490
                                                         ---------    ---------
        Total current assets                                13,809       14,465
Fixed assets, net                                            1,275        1,578
Long-term notes receivable, net                                 33           47
Software development costs, net                              3,352        2,978
Goodwill, net                                                  249          332
Other assets                                                   126          122
                                                         ---------    ---------
          Total assets                                   $  18,844    $  19,522
                                                         =========    =========


                     LIABILITIES & STOCKHOLDERS' EQUITY

Current liabilities:
    Current debt maturities and
     obligations under capital leases                    $   4,502    $     342
    Accounts payable                                         2,933        2,327
    Accrued compensation and expenses                        1,003        1,448
    Deferred revenue                                         4,111        5,887
    Other accrued expenses                                   1,874        1,945
                                                         ---------    ---------
          Total current liabilities                         14,423       11,949
Long-term debt and obligations
 under capital leases                                           26           43
                                                         ---------    ---------
          Total liabilities                                 14,449       11,992
Commitments
Stockholders' equity:
    Convertible preferred stock,
     $.0001 par value, 20,000,000 shares
     authorized; 1,610,025 shares issued
     and outstanding                                          --           --
    Common stock, $.0001 par value,
     100,000,000 shares authorized;
     12,806,943 and 12,367,888 shares
     issued and outstanding                                      1            1
    Additional paid-in-capital                             139,482      139,310
    Accumulated deficit                                   (135,088)    (131,781)
                                                         ---------    ---------
          Total stockholders' equity                         4,395        7,530
                                                         ---------    ---------
          Total liabilities and
           stockholders' equity                          $  18,844    $  19,522
                                                         =========    =========



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

                                       -2-
<PAGE>
                                   TREEV, INC.
                            STATEMENTS OF OPERATIONS
               (In thousands, except share and per share amounts)
                                   (Unaudited)


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

Revenue:
  Products                                       $      4,601      $      4,244
  Services                                              3,312             2,844
                                                 ------------      ------------
                                                        7,913             7,088
                                                 ------------      ------------
Costs and expenses:
  Cost of products sold                                 2,361             1,846
  Cost of services provided                             2,080             1,941
  Sales and marketing                                   2,726             3,103
  General and administrative                              855             1,075
  Product development                                   1,244               965
  Restructuring costs                                    --               1,505
                                                 ------------      ------------
                                                        9,266            10,435
                                                 ------------      ------------
Loss before interest (expense)
 income and income taxes                               (1,353)           (3,347)
  Interest (expense) income, net                          (44)                6
                                                 ------------      ------------
Loss before income taxes                               (1,397)           (3,341)
  Income tax benefit                                     --                --
                                                 ------------      ------------
Net loss                                               (1,397)           (3,341)
                                                 ------------      ------------

Preferred stock dividends                                (337)             (337)
                                                 ------------      ------------
Net loss applicable to common shares             $     (1,734)     $     (3,678)
                                                 ============      ============

Net loss per common share                        $      (0.14)     $      (0.50)
                                                 ============      ============

Weighted average shares outstanding                12,803,488         7,332,704
                                                 ============      ============






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

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


                                                     Six Months Ended June 30,
                                                     1999              1998
                                                 ------------      ------------

Revenue:
  Products                                       $      7,040      $      7,795
  Services                                              6,404             5,493
                                                 ------------      ------------
                                                       13,444            13,288
                                                 ------------      ------------
Costs and expenses:
  Cost of products sold                                 3,726             3,661
  Cost of services provided                             4,173             3,786
  Sales and marketing                                   5,122             5,837
  General and administrative                            1,633             2,250
  Product development                                   2,051             1,961
  Restructuring costs                                    --               1,505
                                                 ------------      ------------
                                                       16,705            19,000
                                                 ------------      ------------
Loss before interest (expense)
 income and income taxes                               (3,261)           (5,712)
  Interest (expense) income, net                          (46)              (62)
                                                 ------------      ------------
Loss before income taxes                               (3,307)           (5,774)
  Income tax benefit                                     --                --
                                                 ------------      ------------
Net loss                                               (3,307)           (5,774)
                                                 ------------      ------------

Preferred stock dividends                                (674)             (674)
                                                 ------------      ------------
Net loss applicable to common shares             $     (3,981)     $     (6,448)
                                                 ============      ============

Net loss per common share                        $      (0.31)     $      (0.94)
                                                 ============      ============

Weighted average shares outstanding                12,777,096         6,829,092
                                                 ============      ============



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

                                       -4-
<PAGE>
<TABLE>

                                   TREEV, INC.
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                         Six months ended June 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                                  439,055                       774                           774

Issuance of warrants                                                                          72                            72

Dividends on preferred stock                                                                (674)                         (674)

Net loss                                                                                                 (3,307)        (3,307)
                               ------------------------   ------------------------   ------------   ------------   ------------
Balance June 30, 1999             1,610,025     $ -         12,806,943       $ 1       $ 139,482      $(135,088)       $ 4,395
                               ========================   ========================   ============   ============   ============
</TABLE>



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

                                       -5-
<PAGE>
                                   TREEV, INC.
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)


                                                       Six months ended June 30,
                                                          1999           1998
                                                       ---------      ---------
                                                             (In thousands)

Cash flows from operating activities:
  Net loss                                             $  (3,307)     $  (5,774)
  Adjustments to reconcile net loss to net cash
    used in operating activities:
     Depreciation and amortization                         1,124          1,221
     Restructuring costs                                    --            1,505
     Other non-cash adjustments                               82             40
     Changes in assets and liabilities:
       Accounts and notes receivable                         516          1,429
       Inventories                                           344             31
       Prepaid expenses and other                            (83)           111
       Accounts payable                                      606           (320)
       Accrued expenses                                     (896)          (374)
       Deferred revenue                                   (1,776)         1,347
                                                       ---------      ---------
Net cash used in operating activities                     (3,390)          (784)
                                                       ---------      ---------

Cash flows from investing activities:
  Software development costs                                (850)          (751)
  Purchases of fixed assets                                 (262)          (473)
  Cash received from business
   divestitures and related costs                            196          7,230
                                                       ---------      ---------
Net cash (used in) provided by
 investing activities                                       (916)         6,006
                                                       ---------      ---------

Cash flows from financing activities:
  Proceeds from issuance of
   common stock, net                                         774          3,423
  Cash dividends paid on
   preferred stock                                          (337)          --
  Redemption of Redeemable
   Series F preferred stock                                 --           (6,548)
  Proceeds from issuance of
   convertible notes                                       2,150           --
  Redemption of convertible notes                           (200)        (1,300)
  Borrowings of debt                                       8,029           --
  Repayments of debt                                      (5,927)          --
  Principal payments on capital
   lease obligations                                         (87)          (521)
                                                       ---------      ---------
Net cash provided by (used in)
 financing activities                                      4,402         (4,946)
                                                       ---------      ---------

Net increase in cash and cash equivalents                     96            276
Cash and cash equivalents at
 beginning of year                                         1,645          3,816
                                                       ---------      ---------
Cash and cash equivalents at June 30,                  $   1,741      $   4,092
                                                       =========      =========

Supplemental Cash Flow Information:
     Interest paid                                     $      67      $     156




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

                                       -6-
<PAGE>



                                   TREEV, INC.
                          NOTES TO FINANCIAL STATEMENTS
                             June 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 six-month  period ended June 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 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 June 30,
1999, the Company had $2,204,000 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 June
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  quarter of 1999,  the Company  issued  45,555 shares of Common
Stock under the Company's  Employee Stock Purchase Plan ("the Plan").  Employees
can choose to have up to 10% of their annual  earnings  withheld to purchase the
Company's  Common  Stock.  Under the terms of the Plan,  there are two six-month
offering periods beginning on January 1st and July 1st of each year during which
employees can participate. The purchase price is determined by taking 85% of the
lower of (a) the  average  of the high and low  market  prices  on the  offering
commencement  date and (b) the average of the high and low market  prices on the
offering termination date. The terms of the Plan require that the purchaser hold
the shares  purchased  under the Plan for a minimum of six months  from the date
the offering period ends.

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 "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.  At the
time of maturity,  the Notes are convertible,  at the Company's  election,  into
Common Stock at a conversion price of $2.00 per share.

6.       BUSINESS SEGMENTS

The Company's  reportable  segments are strategic  business  units that sell its
products  and  services to a wide  variety of  customers  throughout  the United
States.  The  products  segment  includes  sales  of  software  licenses  of the
Company's TREEV Suite of document  management  software and computer  equipment.
The  services  segment  includes  sales  of  software   maintenance   contracts,
installation, training, and customization.

The following table sets forth summarized financial  information  concerning the
Company's  reportable  segments for the periods ended June 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                           $7,040             $6,404              $ ---            $13,444
 Segment profit (loss)                (442)            (1,186)             (1,633)           (3,261)

1998
 Revenues                           $7,795             $5,493              $ ---            $13,288
 Segment profit (loss)                (441)            (1,517)             (3,754)           (5,712)

</TABLE>


                                       -8-

<PAGE>


                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward Looking Statements and Certain Risk Factors

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

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

         The Company has had net losses in each period of its  operations  since
its inception,  except for two quarters,  and it had an  accumulated  deficit at
June 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 the  solutions  to be  licensed  and the
organizational and geographic scope of the licenses.

                                       -9-

<PAGE>

Also,  the  number,  size and timing of license  agreements  may be  affected by
external factors such as general domestic and international business or economic
conditions,  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 third  quarter  of 1999.  The  Company  has  received  written
assurances from material principal vendors as to Year 2000 readiness within that
timeframe.

         The majority of the Company's  efforts  regarding  Year 2000  readiness
focused on the Company's products,  specifically  software  applications.  As an
integral part of the Company's  assessment of whether its software  products are
Year 2000 ready it has  established  a Year 2000 test force (the "Test  Force").
The Test Force has been tasked with  providing  testing  and  validation  of the
Company's Year 2000 readiness of its

                                      -10-
<PAGE>

software  products  currently being sold to its customers.  The Company believes
that the current versions of the TREEV Suite of software  products are Year 2000
ready.  Customers  using  versions  other than current  versions of the software
products  have been given the  opportunity,  pursuant  to  maintenance  plans or
upgrade options, to receive current versions of the software.

Costs to Address Year 2000 Readiness Issues

         The  calculation  of costs  incurred  has been  limited to bringing the
Company's  software  products,  and its own IT and  non-IT  systems to Year 2000
readiness  or to  accelerating  replacement  systems to become  Year 2000 ready.
Costs incurred in the normal  maintenance of the Company's IT and non-IT systems
are not included. The total cost of the Year 2000 readiness project is estimated
at $740,000  and is being  funded  through  operating  cash flows.  Of the total
project cost,  approximately  $260,000 is  attributable  to  enhancements of the
Company's  software products and the purchase of new IT and non-IT systems which
will be capitalized.  The remaining $480,000 which will be expensed as incurred,
is not expected to have a material impact on the results of operations. To date,
the  Company has  incurred  approximately  $650,000  ($200,000  capitalized  and
$450,000  expensed) related to the assessment and validation efforts on the Year
2000 readiness  project and the development of a modification  plan and purchase
of new IT and non-IT systems and systems modifications.

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

Company's Contingency Plans

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

                                      -11-
<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 - Six months ended June 30, 1999 and 1998

                   Revenues. Total revenues were $13.4 million and $13.3 million
for the six months  ended June 30,  1999 and 1998,  respectively.  The  $100,000
increase in revenue was the result of a decrease in product revenue of $800,000,
or 10%, offset by an  increase  in service  revenue  of  $900,000,  or 17%.  The
decrease  in product  revenue  was  attributable  to  postponed  contracts  from
prospective  government and banking customers who have delayed implementation of
new systems due to fiscal  funding  appropriations  or  completion  of Year 2000
readiness.  The  increase  in service  revenue  was  attributable  to  increased
staffing  and  continued  management  emphasis  on  the  professional   services
business.

                   Profit margins.  Profit margins for product sales decreased 6
percentage  point for the six months ended June 30,  1999,  compared to the same
period in 1998, as cost of products sold increased from 47% to 53% of sales. The
decrease  in product  sales  margins  from 53% to 47% was  primarily  due to the
increased  sales mix of hardware.  Profit margins for service sales  increased 4
percentage  points for the six months ended June 30, 1999,  compared to the same
period in 1998, as the cost of services  decreased from 69% to 65% of sales. The
increase  in  service  sales  margins  from 31% to 35% was due to the  Company's
continued emphasis on its custom development and professional services.

                   Sales and marketing.  Sales and marketing  expenses were $5.1
million, or 38% of revenue,  for the six months ended June 30, 1999, compared to
$5.8 million,  or 44% of revenue,  for the same period in 1998.  The decrease of
$700,000, or 12%, was the result of reduced sales expenses  attributable  to the
decrease in product revenue  combined with continuing cost reduction  efforts by
the Company.

                   General and  administrative.  G&A expenses were $1.6 million,
or 12% of  revenue,  for the six months  ended June 30,  1999,  compared to $2.3
million,  or 17% of  revenue,  for the same  period  in 1998.  The  decrease  of
$700,000, or 27%, 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 six months ended June 30,
1999, were $2.9 million,  of which $800,000 was capitalized and $2.1 million was
expensed.  R&D  expenditures  for the same period in 1998 were $2.7 million,  of
which $700,000 was

                                      -12-
<PAGE>

capitalized and $2.0 million was expensed. The $200,000 increase in research and
development  expenditures  was  attributable to the development of the Company's
new TREEV 2000  Suite of  integrated  document  management  software,  which was
completed in April 1999.

                   Restructuring  costs.  During the second  quarter  1998,  the
Company  committed  to a plan of  restructuring  and  incurred  a charge of $1.5
million.

                   Net loss.  The  Company's  net loss for the six months  ended
June 30, 1999,  was $3.3 million as compared to $5.8 million for the  comparable
period in 1998.  The net loss decrease of $2.5 million was due to a $1.0 million
decrease  in net loss  from  the  Company's  continuing  operations,  which  was
primarily  attributable to the decrease in sales and marketing and G&A expenses,
and the $1.5  million  restructuring  charge  incurred in the second  quarter of
1998.

                   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 $.31 per share, for the six months ended June 30, 1999, as compared
to $6.4  million  or $.94 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 June 30, 1999 and 1998

                   Revenues.  Total  revenues were $7.9 million and $7.1 million
for the three months ended June 30,  1999 and 1998,  respectively.  The $800,000
increase  in  revenue  was the  result of an  increase  in  product  revenue  of
$300,000,  or 8%, and an increase in service  revenue of  $500,000,  or 16%. The
increase  in product  revenue  was  attributable  to the  receipt  of  postponed
contracts  from the first  quarter of 1999 by banking  customers who had delayed
implementation  of new systems due to  completion  of Year 2000  readiness.  The
increase in service revenue was attributable to increased staffing and continued
management emphasis on the professional services business.

                   Profit margins.  Profit margins for product sales decreased 7
percentage points for the three months ended June 30, 1999, compared to the same
period in 1998, as cost of products sold increased from 43% to 51% of sales. The
decrease  in product  sales  margins  from 57% to 49% was  primarily  due to the
increased  sales mix of hardware.  Profit margins for service sales  increased 5
percentage points for the three months ended June 30, 1999, compared to the same
period in 1998, as the cost of services  decreased from 68% to 63% of sales. The
increase  in  service  sales  margins  from 32% to 37% was due to the  Company's
continued emphasis on its custom development and professional services.

                                      -13-
<PAGE>

                   Sales and marketing.  Sales and marketing  expenses were $2.7
million,  or 34% of revenue,  for the three months ended June 30, 1999, compared
to $3.1 million, or 44% of revenue, for the same period in 1998. The decrease of
$400,000,  or 12%, was the result of continuing  cost  reduction  efforts by the
Company.

                   General and administrative. G&A expenses were $900,000,or 11%
of revenue,  for the three months ended June 30, 1999, compared to $1.1 million,
or 15% of revenue,  for the same period in 1998.  The decrease of  $200,000,  or
20%, 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 June 30, 1999,  were $1.5 million,  of
which $200,000 was capitalized and $1.3 million was expensed.  R&D  expenditures
for the same period in 1998 were $1.4 million, of which $400,000 was capitalized
and $1.0 million was  expensed.  The $200,000  decrease in  capitalized  R&D was
attributable  to the timing and varying stages of completion in the  development
cycle of the Company's software.

                   Restructuring  costs.  During the second  quarter  1998,  the
Company  committed  to a plan of  restructuring  and  incurred  a charge of $1.5
million.

                   Net loss.  The  Company's net loss for the three months ended
June 30, 1999,  was $1.4 million as compared to $3.3 million for the  comparable
period in 1998.  The net loss  decrease  of $1.9  million  was due to a $400,000
decrease  in net loss  from  the  Company's  continuing  operations,  which  was
primarily  attributable to the decrease in sales and marketing and G&A expenses,
and the $1.5  million  restructuring  charge  incurred in the second  quarter of
1998.

                   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 $1.7
million,  or $.14 per  share,  for the three  months  ended  June 30,  1999,  as
compared to $3.7 million or $.50 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.









                                      -14-
<PAGE>

Liquidity and Capital Resources

         As of June 30,  1999,  the  Company  had $1.7  million in cash and cash
equivalents,  as  compared  to $1.6  million  in cash  and cash  equivalents  at
December 31, 1998. Net working capital was $(600,000) at June 30, 1999, and $2.5
million at December 31, 1998.

         For the six months ended June 30, 1999,  the $100,000  increase in cash
and cash  equivalents  resulted  from $3.4  million  in cash  used in  operating
activities  and  $900,000 in cash used in investing  activities,  offset by $4.4
million in cash provided by financing activities.

         The $3.4 million  used by operating  activities  arose  primarily  with
respect to the $3.3 million loss from  operations, the $1.8 million  decrease
in deferred revenues and the $900,0000  decrease in accrued expenses,  offset by
the  $1.1  million  in  depreciation  and  amortization.  The  $900,000  used in
investing  activities  arose  primarily from  capitalized  software  development
costs.  The $4.4 million  provided by financing  activities arose primarily from
the  $800,000  proceeds  from the  issuance of Common  Stock,  the $2.0  million
proceeds  from the  issuance of  convertible  notes and the $2.1  million in net
borrowings of debt.

         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).




                                      -15-
<PAGE>

         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.

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. Proceeds from the offering were $777,000.

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

Item 3.           Changes Upon Senior Securities

                  None.

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

         The Company held its Annual Meeting of Stockholders on June 3, 1999, at
which the Stockholders elected six directors, approved an increase to the number
of shares  which may be granted  under the Amended and  Restated  1997  Director
Stock  Option  Plan,  approved an increase to the number of shares  which may be
granted under the Employee

                                      -16-
<PAGE>

Stock  Purchase  Plan,  and ratified  the  selection of Ernst & Young LLP as the
Company's independent accountants for the year ending December 31, 1999.

         The  following  table sets forth the names of the nominees for director
and the votes for and withheld with respect to each such nominee:

Nominee                                     For               Authority Withheld

Edwin A. Adams..........................12,480,565                    51,375
Robert P. Bernardi.......................7,388,683                 5,143,257
John F. Burton..........................12,480,565                    51,375
James J. Leto...........................12,480,315                    51,625
C. Alan Peyser..........................12,480,565                    51,375
Michael J. Smith........................12,480,565                    51,375

         With  respect to the  proposal  to approve an increase to the number of
shares which may be granted under the Amended and Restated  1997 Director  Stock
Option Plan,  11,257,924  shares were voted for the proposal,  1,207,206 against
the proposal and 66,808 were withheld.

         With  respect to the  proposal  to approve an increase to the number of
shares which may be granted under the Employee Stock  Purchase Plan,  11,398,667
shares were voted for the  proposal,  1,065,744  against the proposal and 67,529
were withheld.

         In connection  with the  ratification of the selection of Ernst & Young
LLP as the independent auditors for the Company for the year ending December 31,
1999, 12,211,318 shares were voted in favor of the ratification,  73,501 against
the ratification and 22,121 abstained.

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