SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant /X/
Filed by a Party other than the Registrant / /

Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14(a)-12

INTERLEAF, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11. (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
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previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS OF
INTERLEAF, INC.
TO BE HELD SEPTEMBER 8, 1999

The Annual Meeting of Stockholders (the "Annual Meeting") of Interleaf, Inc.
(the "Company") will be held on Wednesday, September 8, 1999, at 10:00 a.m.,
local time, at the offices of the Company located at 62 Fourth Avenue, Waltham,
Massachusetts, for the following purposes:

1. To elect two Class III directors, each to hold office until the 2002
Annual Meeting of Stockholders and until their respective successors are
elected and qualified.

2. To ratify the selection of PricewaterhouseCoopers L.L.P. as the
Company's independent auditors for the fiscal year ending March 31, 2000.

3. To consider and act upon any other business as may properly come before
the meeting or any adjournment thereof.

The Board of Directors has fixed the close of business on July 15, 1999, as
the record date for determining the stockholders entitled to notice of, and to
vote at, the Annual Meeting or any adjournment thereof.

By Order of the Board of Directors,

[LOGO]
Craig Newfield, Clerk

Waltham, Massachusetts
July 28, 1999

YOUR VOTE IS IMPORTANT

TO ASSURE YOUR REPRESENTATION AT THE MEETING, YOU ARE URGED TO VOTE, SIGN,
DATE AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN THE POSTAGE-PAID
ENVELOPE ENCLOSED FOR THAT PURPOSE. EVEN IF YOU HAVE GIVEN YOUR PROXY, THE PROXY
MAY BE REVOKED AT ANY TIME PRIOR TO EXERCISE BY FILING WITH THE CLERK OF THE
COMPANY A WRITTEN REVOCATION, BY EXECUTING A PROXY WITH A LATER DATE, OR BY
ATTENDING AND VOTING AT THE MEETING.

INTERLEAF, INC.
PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON SEPTEMBER 8, 1999

This Proxy Statement is furnished in connection with the solicitation of
proxies by and on behalf of the Board of Directors of Interleaf, Inc. (the
"Company"), a Massachusetts corporation with its principal executive offices at
62 Fourth Avenue, Waltham, Massachusetts 02451, for use at the 1999 Annual
Meeting of Stockholders to be held on Wednesday, September 8, 1999, and at any
adjournment thereof (the "Annual Meeting").

The cost of solicitation of proxies will be borne by the Company. Certain
officers and other employees of the Company may solicit proxies by
correspondence, telephone or in person, without extra compensation. The Company
may also pay to banks, brokers, nominees, and other fiduciaries their reasonable
expenses incurred in forwarding proxy materials to their principals. It is
expected that the Notice of Annual Meeting, Proxy Statement, Proxy Card and
Annual Report to Shareholders will be mailed to stockholders of the Company on
or about July 28, 1999.

Only stockholders of record at the close of business on July 15, 1999 (the
"Record Date") will be entitled to receive notice of, and to vote at, the Annual
Meeting. As of the Record Date, there were outstanding and entitled to vote
11,522,651 shares of Common Stock of the Company, $.01 par value per share
("Common Stock") and 726,003 shares of the Company's Senior Series B Convertible
Preferred Stock, $.10 par value per share ("Series B Stock"). Effective December
31, 1998, the Company declared a 1 for 3 reverse split of its Common Stock. Par
value did not change as a result of the reverse split, and all share data and
other information in this Proxy Statement is presented giving effect to the 1
for 3 reverse split. Each share of Common Stock is entitled to one vote per
share and each share of Series B Stock is entitled to .4479167 votes per share.
Therefore, the total number of votes eligible to be cast on the matters proposed
herein for consideration at the Annual Meeting is 11,847,840 votes.

The enclosed proxy, if executed and returned, will be voted in accordance
with the stockholder's instructions or, if no choice is specified, the proxy
will be voted in favor of the matters set forth in the accompanying Notice of
Annual Meeting. If any other matters shall properly come before the Annual
Meeting, the enclosed proxy will be voted by the proxies in accordance with
their best judgment. The proxy may be revoked by a stockholder at any time prior
to its exercise by filing with the Clerk of the Company a written revocation, by
executing a subsequently dated proxy, or by attending in person and voting at
the Annual Meeting.

PROPOSAL NO. 1
ELECTION OF DIRECTORS

The Company has a classified Board of Directors presently consisting of
three Class I, one Class II, and two Class III directors. At each annual meeting
of stockholders, a class of directors is elected for a full term of three years
to succeed those directors whose terms are expiring. Under the Company's
Articles of Organization, as amended, the holders of Series B Stock, voting as a
separate class, are entitled to elect one director, which position is presently
held by Ms. Marcia Hooper.

At the Annual Meeting, two Class III directors will be elected to serve for
a term of three years, until the 2002 Annual Meeting of Stockholders, and until
their respective successors have been elected and qualified. Messrs. Frederick
B. Bamber and David A. Boucher have been nominated by the Board of Directors for
election as directors. Both of these nominees are currently serving as directors
of the Company.

If any nominee at the time of the election is unable or unwilling to serve
or is otherwise unavailable for election, and the Board of Directors designates
another nominee, the persons named as proxies will vote the proxy for such
substitute, if any. The Board of Directors has no reason to believe that any of
the proposed nominees will be unable or unwilling to serve. The proposed
nominees are not being nominated pursuant to any arrangement or understanding
with any person.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THE
NOMINEES.

INFORMATION ON NOMINEE AND DIRECTORS

Set forth below is certain biographical information with respect to each
nominee, including the year in which each nominee's term would expire, if
elected, and with respect to each of the Class I and Class II directors whose
terms will continue after the Annual Meeting. The nominees for election as Class
III directors are indicated by an asterisk.

YEAR TERM
DIRECTOR EXPIRES, IF
NAME AGE POSITION SINCE ELECTED, AND CLASS
- -------------------------------------------------- --- ---------------------- ----------- ---------------------

Jaime W. Ellertson................................ 42 President and Chief 1997 2001-Class II
Executive Officer

*Frederick B. Bamber.............................. 56 Director 1984 2002-Class III

*David A. Boucher................................. 48 Director 1981 2002-Class III

Marcia J. Hooper.................................. 45 Director 1997 2000-Class I

Rory J. Cowan..................................... 45 Director 1997 2000-Class I

John A. Lopiano................................... 60 Director 1998 2000-Class I

JAIME W. ELLERTSON has served as President and Chief Executive Officer and a
director of the Company since January 1997. From July 1996 to January 1997, he
served as Chairman of Purview Technologies, Inc., an internet monitoring,
management and analysis company. Mr. Ellertson was President and Chief Executive
Officer of Tartan, Inc., a developer of compilers, from January 1996 to June
1996. From

July 1990 to December 1996, he served as President and Chief Executive Officer
of Openware Technologies, Inc., a developer of software and provider of
services.

FREDERICK B. BAMBER has served as a director of the Company since December
1983. Since August 1981, Mr. Bamber has served as a managing director of Applied
Technology, a venture capital firm. Mr. Bamber also serves as a director of
NetPhone Inc., Connected Corporation and Lewtan Technologies, Inc.

DAVID A. BOUCHER has served as a director of the Company since 1981. Mr.
Boucher was President of the Company from 1981 to October 1989, Chief Executive
Officer from October 1989 to July 1992, and Chairman of the Board of Directors
from October 1989 to March 1997. Since January 1993, he has served as a managing
director of Applied Technology, a venture capital firm. Mr. Boucher also serves
as a director of Pervasive Software, Inc.

MARCIA J. HOOPER has served as a director of the Company since January 1997.
Since May 1996, Ms. Hooper has served as a Vice President/Partner of Advent
International Corporation, a venture capital firm. From January 1994 to April
1997, she served as the general partner of Viking Capital/Claybrook Capital, a
venture capital company. Ms. Hooper also serves as a director of WorldGate, Inc.
and Polymedica Corporation.

RORY J. COWAN has served as a director of the Company since July 1996, and
Chairman of the Board of Directors of the Company since March 1997. Since
December 1997, Mr. Cowan has served as President and Chief Executive Officer of
LioNBRIDGE Technologies, Inc., an information technology services firm
specializing in the localization of software for the software industry. Mr.
Cowan served as Chairman and Chief Executive Officer of Stream International,
Inc., a software and services provider, from May 1995 to December 1996. Prior
thereto, he was an Executive Vice President of R.R. Donnelley & Sons, a provider
of commercial print and print related services, from January 1991 to December
1996. Mr. Cowan also serves as a director of NewsEdge, Inc.

JOHN A. LOPIANO has served as a director of the Company since March 1998.
Effective March 1999, Mr. Lopiano retired from Xerox Corporation where he had
served since 1992, most recently as Senior Vice President of Xerox Corporation
and President of the Xerox Corporation Production Systems Group. Mr. Lopiano
serves on the Board of Directors of Neomedia Technologies, Inc., INSCI Corp. and
Advanced Hi-Tech Corp. Mr. Lopiano also serves as a Trustee of Rochester
Institute of Technology and as a Member of the Government Relations Committee
and as Chairman of the Education Committee at that institution.

INFORMATION ON EXECUTIVE OFFICERS

Set forth below is the name and age of each of the Company's executive
officers other than Mr. Ellertson, all positions and offices with the Company
held by that executive officer, the term of office, principal occupation and
business experience during the past five years, and the names of other publicly
held companies of which such person serves as a director, if any.

GARY R. PHILLIPS, 39, joined the Company as Vice President, Sales in June
1997, and became its Vice President of E-content Solutions in May 1999. Prior to
joining Interleaf, Mr. Phillips held various positions at BBN, Inc. From June
1996 to June 1997 he was Vice President, Sales at BBN Planet where he was
responsible for Internet solutions sales. From July 1994 to May 1996 he was Vice
President of Sales and Marketing for BBN Enterprise Networks, which provided
network consulting and systems integration

services. From June 1993 to June 1994, Mr. Phillips held the position of Vice
President of Sales and Marketing for Application Systems Group, a start-up
software/systems integration company.

GRAHAM J. MARSHALL, 52, joined the Company as Vice President of E-Publishing
Solutions in May 1999. From November 1996 to April 1999, Mr. Marshall was Vice
President and General Manager of Inso Corporation's Electronic Publishing
Solutions division, a business unit focused on publishing technologies. From
April 1995 until joining Inso Corporation, Mr. Marshall was Managing Director of
Butterworth Asia, based in Singapore, and from 1988 to 1995 he was President of
Butterworth Legal Publishers, based in Boston. Both Butterworth companies are
divisions of Reed Elsevier, a global information corporation.

BARRY L. BRIGGS, 46, joined the Company in May 1999 as Chief Technology
Officer. Prior to joining Interleaf, Barry worked at Lotus Development
Corporation for eleven years. For five of those years he was Chief Architect of
Lotus 1-2-3, a best-selling software application program. Mr. Briggs also was
architect of the enterprise integration strategy for Lotus Notes/Domino and
subsequently invented a set of Java application technologies now marketed as
Lotus eSuite. In 1996 he was named a Lotus Fellow, the company's highest
technical rank.

CHRISTOPHER MCKEE, 40, joined the Company in May 1997 as Vice President of
Europe, Middle East and Africa. From 1991 to May 1997, Mr. McKee held various
management positions at Inference Corporation, a provider of knowledge
management software and services, including Senior Vice President, International
Operations (1996 to 1997) and Vice President for Northern Europe (1994 to 1996).

JOHN E. PAVLOV, 43, joined the Company as Vice President of Engineering in
August 1997, and became its Vice President of E-content Product Development in
May, 1999. From January 1997 to August 1997, Mr. Pavlov was Vice President of
Distributed Systems at Putnam Investments, an investment advisory firm. From
March 1996 through January 1997, Mr. Pavlov was Vice President of Development of
The Dodge Group, Inc., where he was responsible for the development and
maintenance of sophisticated client/server financial applications. In April
1991, Mr. Pavlov founded OpenSoftWorks, which was later acquired by
FlexiInternational Software, Inc., where he served as Vice President of Software
Engineering through March 1996.

AMANDA L. RADICE, 48, joined the Company as Vice President, Marketing in
November 1998. From February 1998 to November 1998, Ms. Radice worked with
startup companies as an independent consultant. From October 1996 to January
1998, Ms. Radice served as Vice President of Marketing and Sales for CLAM
Associates, a provider of clustering products and services enabling the
continuous availability of business applications. From September 1992 through
October of 1996, she was Vice President of Marketing and Communications at
Parametric Technology Corporation, the world's leading provider of mechanical
design automation software.

PETER J. RICE, 46, joined the Company as Vice President of Finance and
Administration, Chief Financial Officer ("CFO") and Treasurer in February 1998.
From July 1995 to February 1998, Mr. Rice was Vice President, CFO and Treasurer
for Media 100 Inc., a worldwide leader in digital video and multimedia software.
From July 1990 to July 1995, Mr. Rice was Vice President, Corporate Controller
and Chief Accounting Officer of MA/Com, Inc. Prior thereto, Mr. Rice held senior
finance and strategic planning positions with Apollo Computer, Inc., and Atex,
Inc. He is a certified public accountant who began his career with Coopers &
Lybrand.

CRAIG NEWFIELD, 39, joined the Company as Vice President, General Counsel
and Clerk in October 1997. From April 1996 through September 1997, Mr. Newfield
served as General Counsel and

Secretary of OneWave, Inc., a start-up internet software product and services
vendor. From February 1993 to April 1996, Mr. Newfield served as in-house
counsel for Marcam Corporation, a business application (ERP) software products
and services vendor.

MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors held six meetings during fiscal 1999. Except for Mr.
Boucher, who attended two meetings, each director attended at least 75% of the
aggregate number of the meetings of the Board of Directors and committees on
which he or she served.

The Company has an Audit Committee of the Board of Directors, which is
currently composed of John A. Lopiano and Marcia J. Hooper. The Audit Committee
reviews the overall scope of and specific plans for the annual audit by the
Company's independent auditors and the adequacy of the Company's internal
controls, and considers and recommends the selection of the Company's
independent auditors. The Audit Committee met four times during fiscal 1999.

The Company has a Compensation Committee of the Board of Directors, which is
currently composed of Rory J. Cowan and Frederick B. Bamber. The Compensation
Committee provides recommendations to the Board of Directors regarding
compensation programs of the Company, reviews the performance and compensation
of the Company's President, and administers the Company's 1993 and 1994 Stock
Option Plans and 1998 Employee Stock Purchase Plan. The Compensation Committee
met seven times during fiscal 1999.

The Company has no nominating or other standing committee.

SECURITY OWNERSHIP OF DIRECTORS AND OFFICERS

The following table sets forth certain information, as of July 22, 1999,
with respect to the beneficial ownership of the Company's voting shares of (i)
each director and nominee for director, (ii) each executive officer named in the
Summary Compensation Table under "Executive Compensation" below, (iii) all
current directors and executive officers of the Company as a group, and (iv)
each person known by the Company to beneficially own more than five (5%) percent
of the outstanding shares of any voting class. This information is based upon
information received from or on behalf of the individuals named therein or based
on Schedule 13D and Schedule 13G filings they have made with the Securities and
Exchange

Commission. Unless otherwise indicated, each stockholder referred to herein has
the sole voting and investment power over the shares listed.

COMMON STOCK
NO. OF
SHARES
DIRECTORS, OFFICERS AND BENEFICIALLY VESTED OPTION % OF CLASS
5% STOCKHOLDERS OWNED SHARES(1) OUTSTANDING
- -------------------------------------------------------- ----------- ------------- ---------------

DIRECTORS AND OFFICERS

Frederick B. Bamber..................................... 22,700 15,833 *

David A. Boucher........................................ 74,781 9,167 *

Rory J. Cowan........................................... 32,916 27,500 *

Marcia J. Hooper........................................ 10,833(2) 10,833 *

John A. Lopiano......................................... 3,083 0 *

Jaime W. Ellertson...................................... 206,185 151,041 1.7%

Gary R. Phillips........................................ 29,166 29,166 *

Christopher McKee....................................... 25,000 25,000 *

John E. Pavlov.......................................... 21,779 18,333 *

Peter J. Rice........................................... 32,708 28,125 *

Craig Newfield.......................................... 19,791 17,708 *

All current directors and executive officers as a group
(17 persons).......................................... 531,898(3) 380,608 4.3%

5% Stockholders

Advent International Corporation
101 Federal Street
Boston, MA 02110...................................... 325,189(4) -- 2.7%

- ------------------------

* Indicates less than 1%

(1) This column states the number of shares of Common Stock included in "No. of
Shares Beneficially Owned" which are issuable pursuant to options which
would otherwise be exercisable within 60 days after July 22, 1999. However,
pursuant to the Company's 1999 stock option re-pricing program, certain of
these options granted to officers of the Company may not be exercised until
December 15,

1999 (see "Report on Re-Pricing of Options" and "Effect of Change in
Control"), as described in the table below:

RE-PRICED VESTED
OPTIONS NOT OPTIONS
OFFICER VESTED OPTIONS EXERCISABLE EXERCISABLE
- ---------------------------------------------------- -------------- ----------- -----------

Jaime W. Ellertson.................................. 151,041 151,041 0

Gary R. Phillips.................................... 29,166 25,000 4,166

Christopher McKee................................... 25,000 25,000 0

John E. Pavlov...................................... 18,333 16,250 2,083

Peter J. Rice....................................... 28,125 28,125 0

Craig Newfield...................................... 17,708 15,625 2,083

All directors and executive officers
(17 persons)...................................... 380,608 308,943 71,665

(2) Does not include 325,189 shares of Common Stock issuable upon conversion of
726,003 shares of Series B Stock listed as beneficially owned by Advent
International Corporation, in which Ms. Hooper serves as Vice
President/Partner.

(3) Includes the number of shares issuable upon exercise of options which are
exercisable within 60 days after July 22, 1999, held by five directors and
twelve executive officers. Pursuant to the Company's 1999 stock option
re-pricing program, 308,943 of these options granted to officers of the
Company may not be exercised until December 15, 1999 (see Note 1 above).
Does not include any shares of Common Stock issuable upon conversion of
Series B Stock beneficially owned by Advent International Corporation, of
which Ms. Marcia Hooper (a director of the Company) serves as Vice
President/Partner.

(4) International Network Fund Limited Partnership, of which Advent
International Corporation is the general partner, holds all 726,003 shares
of Series B Stock outstanding. Those shares are convertible into 325,189
shares of Common Stock.

EXECUTIVE COMPENSATION

The following Summary Compensation Table sets forth the compensation during
the last three fiscal years of (i) the Chief Executive Officer of the Company,
and (ii) the executive officers of the Company, other than the Chief Executive
Officer, who were serving as executive officers during or at the end of the last
fiscal year, whose annual salary and bonus, if any, exceeded $100,000 for
services in all capacities to the Company during the last fiscal year and
certain other executive officers (all of the officers listed in the table being
hereafter collectively referred to as the "Named Executive Officers").

SUMMARY COMPENSATION TABLE

LONG TERM
COMPENSATION
AWARDS
ANNUAL COMPENSATION -------------
------------------------------------------ SECURITIES
FISCAL SALARY OTHER ANNUAL UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR ($)(1) BONUS($)(2) COMPENSATION ($) OPTIONS (#) COMPENSATION(3)
- ------------------------------------- ----------- ----------- ----------- ---------------- ------------- -----------------

Jaime W. Ellertson (4)............... 1999 $ 293,269 $ 125,000 -- -- $ 9,575
President and Chief Executive 1998 300,000 50,769 -- -- 9,307
Officer 1997 91,923 12,692 -- 241,667 2,334

Gary R. Phillips..................... 1999 $ 150,000 $ 59,750 -- 16,667 $ 8,968
Vice President, e-content Solutions 1998 122,885 63,347 -- 50,000 7,782
1997 -- -- -- -- --

Christopher McKee(5)................. 1999 $ 150,100 $ 102,700 $ 28,440 -- $ 8,543
Vice President, Europe, Middle East 1998 139,033 85,727 25,450 50,000 3,298
and Africa 1997 -- -- -- -- --

John E. Pavlov....................... 1999 $ 135,385 $ 52,223 -- 8,334 $ 9,375
Vice President, e-content Product 1998 85,000 24,723 -- 43,333 6,062
Development 1997 -- -- -- -- --

Peter J. Rice........................ 1999 $ 160,000 $ 41,760 -- -- $ 9,727
Vice President, CFO and Treasurer 1998 58,384 35,510 -- 75,000 1,533
1997 -- -- -- -- --

Craig Newfield....................... 1999 $ 117,327 $ 32,500 -- 8,334 $ 8,596
Vice President, General Counsel and 1998 50,353 15,000 -- 41,667 4,686
Clerk 1997 -- -- -- -- --

- ------------------------

(1) Salary includes amounts deferred pursuant to the Company's 401(k) Savings
Plan and amounts withheld pursuant to the Company's Employee Stock Purchase
Plan.

(2) Amounts shown are earned and accrued during the fiscal years indicated and
may be paid subsequent to the end of each fiscal year.

(3) Amounts shown are Company contributions under employee benefit plans
(medical, dental, life insurance, accidental death and disability insurance,
long-term disability insurance and the Company's 401(k) plan).

(4) Mr. Ellertson joined the Company and was elected President, Chief Executive
Officer, and a director in January 1997. The salary amount for fiscal 1997
includes $40,752 relating to travel and relocation expenses reimbursed in
connection with his employment agreement with the Company.

(5) Amounts stated under "Other Annual Compensation" represent payments received
for automobile expense allowance during fiscal years 1999 and 1998.

The following table sets forth certain information with respect to the grant
of stock options to the Named Executive Officers during fiscal 1999:

OPTIONS GRANTS IN LAST FISCAL YEAR

INDIVIDUAL GRANTS POTENTIAL REALIZABLE
------------------------------------------------------------ VALUE AT
NUMBER OF ASSUMED ANNUAL
SECURITIES PERCENT OF TOTAL RATES OF STOCK
UNDERLYING OPTIONS PRICE APPRECIATION
OPTIONS GRANTED TO EXERCISE OR FOR OPTION TERM (3)
GRANTED EMPLOYEES BASE PRICE EXPIRATION --------------------
NAME (#)(1) IN FISCAL YEAR(2) ($/SH.) DATE 5% ($) 10% ($)
- -------------------------------------------- ------------- ----------------- ------------- ----------- --------- ---------

Jaime W. Ellertson.......................... -- -- -- -- -- --
Gary R. Phillips............................ 16,667 3.59% $ 2.03 1-22-09 $ 21,289 $ 53,949
Christopher McKee........................... -- -- -- -- -- --
John E. Pavlov.............................. 8,334 1.8% 2.03 1-22-09 10,645 26,976
Peter J. Rice............................... -- -- -- -- -- --
Craig Newfield.............................. 8,334 1.8% 2.03 1-22-09 10,645 26,976

- ------------------------

(1) The options were granted under the Company's 1993 Stock Option Plan (the
"1993 Plan") and become exercisable in eight equal semi-annual installments,
commencing six months after the date of grant. The exercise price of each
option granted under the 1993 Plan must be at least 100% of the fair market
value of the Company's Common Stock on the date the option is granted. All
of the above-described options become exercisable in full upon a change in
control. See "Effect of Change in Control" below.

(2) During the fiscal year ended March 31, 1999, the Company granted options to
its employees to purchase a total of approximately 464,000 shares of Common
Stock and canceled options to purchase approximately 381,000 shares of
Common Stock.

(3) The dollar amounts under these columns are the result of calculations at the
5% and 10% appreciation rates set by the Securities and Exchange Commission,
and are not intended to forecast future appreciation, if any, in the price
of the Company's Common Stock.

The following table sets forth, for each of the Named Executive Officers,
the number of stock options exercised during fiscal 1999, the value realized
upon exercise, the total number of unexercised options held at March 31, 1999,
and the aggregate value of in the money options held at fiscal year end.

AGGREGATED OPTION EXERCISES IN FY 1999 AND FY-END OPTION VALUES

VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY
SHARES OPTIONS AT FY-END (#)(1) OPTIONS AT FY-END ($)(2)
ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE (#) REALIZED ($) UNEXERCISABLE UNEXERCISABLE
- ------------------------------- ------------------- ----------------- ------------------------ -------------------------

Jaime W. Ellertson............. -- -- 120,833 / 120,834 $147,308 / $147,309
Gary R. Phillips............... -- -- 20,833 / 45,834 25,268 / 54,971
Christopher McKee.............. -- -- 18,750 / 31,250 22,858 / 38,097
John E. Pavlov................. -- -- 11,874 / 39,794 14,411 / 48,060
Peter J. Rice.................. -- -- 18,750 / 56,250 22,858 / 68,574
Craig Newfield................. -- -- 11,457 / 38,544 13,903 / 46,536

- ------------------------

(1) Pursuant to the Company's 1999 stock option re-pricing program, certain of
these options granted to officers of the Company may not be exercised until
December 15, 1999 (see also "Report on Re-Pricing of Options" below and
"Security Ownership Of Directors and Officers" above at note 1).

(2) Based upon the $3.19 closing price of the Company's Common Stock on March
31, 1999 on the Nasdaq National Market, minus the applicable option exercise
price.

EMPLOYMENT AGREEMENTS

The Company has entered into letter agreements with each of the Named
Executive Officers in connection with their hiring. These agreements generally
provide for base salary, an annual bonus based on achievement of certain
objectives, and other fringe benefits. Mr. Ellertson's letter agreement as
amended to the end of fiscal year 1999 provided for base salary at the annual
rate of $275,000, a bonus in the target amount of $125,000 upon the achievement
of certain operational objectives, and severance pay following his termination
without cause equal to one year's base salary plus his annual bonus pro-rated to
the date of termination. The agreements with each of the other Named Executive
Officers, other than Mr. Pavlov, provide that the officer is eligible to receive
six months' notice or severance pay if terminated by the Company without cause.

EFFECT OF CHANGE IN CONTROL

Executive officers and all other officers of the Company are covered by the
Company's Officer Severance Benefit Plan (the "Severance Plan"). Adopted by the
Board of Directors in 1989, the Severance Plan provides that if any vice
president or more senior officer or the General Counsel, Controller or Treasurer
loses his employment with the Company, or has his or her compensation reduced or
responsibilities significantly diminished, during a one year period after a
"change in control" of the Company, that officer will be entitled to receive an
amount equal to his then total annual compensation. For purposes of the
Severance Plan, a "change in control" occurs if (a) an individual by himself or
in affiliation with others shall acquire, directly or indirectly, 25% or more of
the combined voting power of Company's outstanding securities, or causes the
replacement of a majority of the incumbent Board of Directors of the Company,
(b) the Company is merged or reorganized into or with another entity, resulting
in previous stockholders of

the Company holding less than 80% of the combined voting power of the
outstanding securities of the resulting entity, or (c) the Company is liquidated
or substantially all of its assets are sold.

In addition, all options granted to employees prior to June 1999, including
options granted to Named Executive Officers, become exercisable in full upon a
"change in control." Options granted to employees from and after June 1999,
including options granted to Named Executive Officers, become exercisable in
full if within one year following a "change in control" the employee is
terminated, or his or her compensation is reduced or responsibilities
significantly diminished. In addition, upon a merger of the Company or a sale of
substantially all of its assets, the Board of Directors may cause all
outstanding stock options to (i) be exchanged for options in the surviving
company, (ii) be terminated if not exercised prior to the transaction, (iii) be
exchanged for cash to the extent that cash is received by stockholders in the
transaction, and/or (iv) be accelerated.

COMPENSATION OF DIRECTORS

Each non-employee director receives $500 for each meeting or series of
meetings attended in person or via telephone on a given day, and an annual
stipend of $5,000, all payable within 30 days following the Company's fiscal
year end. In addition, under the 1993 Director Stock Option Plan (the "Director
Option Plan"), as amended, on April 1 of each year, each non-employee director
who has served for at least one full year receives an option to purchase up to
5,000 shares of Common Stock, vesting in full one year from the date of grant.
Under this plan, non-employee directors are granted an option to purchase 15,000
shares of Common Stock when they first join the Board, vesting on the later of
the end of their initial term or one year from the date of grant. In June 1999,
the Board of Directors amended the Director Option Plan to provide for a
one-time grant to each current non-employee director of an option to purchase
5,000 shares of Common Stock, vesting in full on March 31, 2000. Members of the
Board of Directors are also reimbursed for reasonable out-of-pocket expenses.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Decisions regarding executive compensation are made by the Compensation
Committee of the Board of Directors, which is composed of Rory J. Cowan and
Frederick B. Bamber. Mr. Cowan served for two months as the Company's interim
President from November 15, 1996 to January 24, 1997, for which he received a
salary of $18,000. Except for Mr. Cowan's services as interim President, neither
Mr. Cowan nor Mr. Bamber is or has ever been an officer or employee of the
Company or any of its subsidiaries.

REPORT ON REPRICING OF OPTIONS

On December 10, 1998, the Board of Directors met to determine the need to
reprice the Company's outstanding stock options for employees and officers. The
Company's stock price had traded in a range of $6-$10 during calendar 1997. The
stock price dropped continuously during calendar 1998 to about $2.00 per share
in December 1998, reflecting the continued decline in Company revenues and the
downward pressure on the Company's stock price due to the 6% Convertible
Preferred Stock. As a result, 100% of the options held by employees and
officers, including options which had been repriced in June 1997, were at an
exercise price significantly above the Company's then current stock price, and
had lost any value as a retention tool. The Board of Directors also took note of
the fact that, due to a change in accounting policy announced in early December
by the Financial Accounting Standards Board, if options were re-priced after
December 15, 1998, the Company would be required to record a gain or loss each
quarter to reflect the change in the intrinsic value of outstanding options due
to quarterly fluctuations in the Company's stock price. The Board of Directors
was also aware of the current strong job market in high technology, and feared
significant voluntary departures of key employees.

Given the foregoing factors, the Board of Directors recognized the need to
provide incentives to retain its employees and officers, and to continue to
attract additional senior managers to grow the Company. The Committee therefore
adopted a repricing program, whereby outstanding options held by employees and
officers would be eligible to be repriced at $1.97 per share, the closing market
price on the Nasdaq National Market on December 14, 1998. The vesting period for
these repriced options was not restarted in connection with this repricing.
However, the vesting intervals for officers' re-priced options were changed to
semi-annual, and the vesting intervals for non-officer employees' re-priced
options were changed to quarterly. The Company also required that no repriced
option be exercised prior to December 15, 1999 and that the option holder had to
be employed with the Company on that date in order to exercise his repriced
option. All of the Named Executive Officers had options repriced under this
program.

COMPENSATION COMMITTEE
FREDERICK B. BAMBER AND RORY J. COWAN

The following table summarizes all repricings of options held by any
executive officer of the Company during the last ten fiscal years.

TEN-YEAR OPTION REPRICINGS

NUMBER OF
SECURITIES MARKET PRICE EXERCISE
UNDERLYING OF STOCK AT PRICE NEW
OPTIONS TIME OF AT TIME OF EXERCISE
NAME DATE REPRICED(#) REPRICING($) REPRICING($) PRICE($)
- ----------------------------------------------- --------- ----------- ------------- ------------- -----------

NAMED EXECUTIVE OFFICERS AND
CURRENT OFFICERS
Jaime W. Ellertson............................. 12/15/98 241,667 $ 1.97 $ 3.75 $ 1.97
President & CEO 6/20/97 241,667 $ 3.75 $ 6.18 $ 3.75
Gary Phillips.................................. 12/15/98 50,000 $ 1.97 $ 3.75 $ 1.97
VP e-content Solutions
Christopher McKee.............................. 12/15/98 50,000 $ 1.97 $ 3.56 $ 1.97
VP Europe, Middle East and Africa
John A. Pavlov................................. 12/15/98 43,334 $ 1.97 $ 8.25 $ 1.97
VP e-content Product Development
Peter J. Rice.................................. 12/15/98 75,000 $ 1.97 $ 9.375 $ 1.97
VP, CFO and Treasurer
Craig Newfield................................. 12/15/98 41,667 $ 1.97 $ 8.25 $ 1.97
VP, General Counsel and Clerk
Amanda Radice.................................. 12/15/98 41,667 $ 1.97 $ 2.91 $ 1.97
VP Marketing
Robert Fisher.................................. 12/15/98 33,334 $ 1.97 $ 2.81 $ 1.97
VP Customer Support

FORMER EXECUTIVE OFFICERS
Mark H. Cieplik................................ 4/27/95 36,667 $ 7.68 $ 16.50 $ 7.68
VP Americas

LENGTH OF
ORIGINAL
OPTION TERM
REMAINING AT DATE
OF REPRICING
NAME (YEARS)
- ----------------------------------------------- -----------------

NAMED EXECUTIVE OFFICERS AND
CURRENT OFFICERS
Jaime W. Ellertson............................. 8.0
President & CEO 9.6
Gary Phillips.................................. 8.5
VP e-content Solutions
Christopher McKee.............................. 8.4
VP Europe, Middle East and Africa
John A. Pavlov................................. 8.8
VP e-content Product Development
Peter J. Rice.................................. 9.2
VP, CFO and Treasurer
Craig Newfield................................. 8.8
VP, General Counsel and Clerk
Amanda Radice.................................. 9.8
VP Marketing
Robert Fisher.................................. 8.3
VP Customer Support
FORMER EXECUTIVE OFFICERS
Mark H. Cieplik................................ 8.4
VP Americas

Stephen J. Hill................................ 8/3/94 2,667 $ 8.25 20.25 $ 8.25
VP Europe 8/3/94 667 $ 8.25 $ 20.25 $ 8.25
4/27/95 28,333 $7.68 16.50 $7.68
John K. Hyvnar................................. 11/2/90 500 $ 9.39 $ 22.14 $ 9.39
General Counsel & Clerk 11/2/90 5,667 $ 9.39 $ 23.25 $ 9.39
11/2/90 667 $9.39 $22.14 $9.39
11/2/90 1,667 $ 9.39 $ 10.14 $ 9.39
4/8/93 2,667 $ 7.68 $ 24.75 $ 7.68
4/14/94 2,000 $ 7.68 $ 20.25 $ 7.68
8/3/94 2,667 $ 8.25 $ 24.75 $ 8.25
8/3/94 2,000 $ 8.25 $ 20.25 $ 8.25
1/23/96 1,667 $ 7.68 $ 22.11 $ 7.68
5/3/96 5,000 $ 7.68 $ 24.75 $ 7.68
William W. Barnes.............................. 11/2/90 1,667 $ 9.39 $ 19.89 $ 9.39
VP Human Resources 11/2/90 667 $ 9.39 $ 25.14 $ 9.39
11/2/90 2,000 $9.39 $22.14 $9.39
Lawrence S. Bohn............................... 11/2/90 1,667 $ 9.39 $ 19.89 $ 9.39
Sr. VP Marketing and 11/2/90 667 $ 9.39 $ 25.14 $ 9.39
Business Development 11/2/90 3,333 $9.39 $25.14 $9.39
11/2/90 1,000 $ 9.39 $ 22.14 $ 9.39
8/3/94 6,667 $ 8.25 $ 31.89 $ 8.25
8/3/94 2,333 $ 8.25 $ 13.50 $ 8.25
8/3/94 3,333 $ 8.25 $ 27.00 $ 8.25
8/3/94 3,333 $ 8.25 $ 20.25 $ 8.25
David A. Boucher............................... 11/2/90 14,933 $ 9.39 $ 25.14 $ 9.39
President & CEO
David J. Collard............................... 11/02/90 25,000 $ 9.39 $ 23.25 $ 9.39
VP Finance
David L. Cross................................. 11/2/90 3,333 $ 9.39 $ 22.14 $ 9.39
Treasurer
Stephen J. Cummings............................ 11/02/90 1,667 $ 9.39 $ 24.39 $ 9.39
VP International Operations 11/2/90 1,667 $ 9.39 $ 25.14 $ 9.39
11/2/90 800 $9.39 $24.39 $9.39
11/2/90 500 $9.39 $13.50 $9.39
11/2/90 500 $ 9.39 $ 13.50 $ 9.39
11/2/90 1,000 $ 9.39 $ 12.00 $ 9.39
Richard P. Delio............................... 8/3/94 33,333 $ 8.25 $ 21.00 $ 8.25
Sr. VP Finance & CFO 8/3/94 5,000 $ 8.25 $ 20.25 $ 8.25
Stanley C. Douglas............................. 2/6/96 33,333 $ 7.68 $ 22.11 $ 7.68
Sr. VP Software Operations

LENGTH OF
ORIGINAL
OPTION TERM
REMAINING AT DATE
OF REPRICING
NAME (YEARS)
- ----------------------------------------------- -----------------

Stephen J. Hill................................ 9
VP Europe 9.7
8.4
John K. Hyvnar................................. 7.6
General Counsel & Clerk 8.8
6.8
10
9.4
9.4
8.7
9.7
9.7
9.5
William W. Barnes.............................. 8.8
VP Human Resources 8.4
6.5
Lawrence S. Bohn............................... 9.4
Sr. VP Marketing and 8.4
Business Development 8.1
6.7
7.7
1.7
8.8
9.7
David A. Boucher............................... 6.5
President & CEO
David J. Collard............................... 8.8
VP Finance
David L. Cross................................. 7.8
Treasurer
Stephen J. Cummings............................ 8.6
VP International Operations 8.4
5.8
5.5
5.1
4.1
Richard P. Delio............................... 9.7
Sr. VP Finance & CFO 9.7
Stanley C. Douglas............................. 8.5
Sr. VP Software Operations

Frederick J. Egan.............................. 11/2/90 8,333 $ 9.39 $ 15.39 $ 9.39
VP Asia/Pacific/Japan 11/2/90 8,333 $ 9.39 $ 24.39 $ 9.39
11/2/90 3,333 $9.39 $25.14 $9.39
11/2/90 2,500 $ 9.39 $ 22.14 $ 9.39
11/2/90 1,667 $ 9.39 $ 13.50 $ 9.39
8/3/94 3,333 $ 8.25 $ 20.25 $ 8.25
Paul English................................... 11/2/90 500 $ 9.39 $ 19.89 $ 9.39
Sr. VP Product Management 11/2/90 333 $ 9.39 $ 25.14 $ 9.39
8/3/94 1,667 $8.25 $31.89 $8.25
8/3/94 3,333 $ 8.25 $ 29.64 $ 8.25
8/3/94 2,333 $ 8.25 $ 24.75 $ 8.25
8/3/94 13,333 $ 8.25 $ 21.00 $ 8.25
Ed Koepfler.................................... 10/27/94 108,333 $ 7.68 $ 11.25 $ 7.68
President and CEO 10/27/95 25,000 $ 7.68 $ 16.11 $ 7.68
G. Gordon M. Large............................. 6/5/95 75,000 $ 7.68 $ 18.00 $ 7.68
Executive VP and CFO
Robert T. Maher................................ 8/3/94 8,333 $ 8.25 $ 21.75 $ 8.25
VP.Engineering 4/22/95 23,333 $ 7.68 $ 16.50 $ 7.68
Edward Mallen.................................. 11/2/90 6,666 $ 9.39 $ 22.14 $ 9.39
VP U.S. Sales 11/2/90 1,000 $ 9.39 $ 22.14 $ 9.39
Stephen D. Pelletier........................... 11/2/90 10,000 $ 9.39 $ 19.89 $ 9.39
VP Engineering 11/2/90 10,000 $ 9.39 $ 22.14 $ 9.39
Mark K. Ruport................................. 11/2/90 25,000 $ 9.39 $ 16.14 $ 9.39
President
Andrew J Van Abs............................... 11/2/90 2,500 $ 9.39 $ 19.89 $ 9.39
VP Engineering 11/2/90 1,666 $ 9.39 $ 23.25 $ 9.39
Peripherals Technology 11/2/90 1,666 $9.39 $22.14 $9.39
11/2/90 3,333 $ 9.39 $ 22.14 $ 9.39
Robert Weiler.................................. 11/2/90 41,666 $ 9.39 $ 20.25 $ 9.39
President & COO
Haviland Wright................................ 8/3/94 20,000 $ 8.25 $ 20.25 $ 8.25
Sr. VP & Chief Scientist 8/3/94 7,500 $ 2.75 $ 6.75 $ 2.75

LENGTH OF
ORIGINAL
OPTION TERM
REMAINING AT DATE
OF REPRICING
NAME (YEARS)
- ----------------------------------------------- -----------------

Frederick J. Egan.............................. 9.8
VP Asia/Pacific/Japan 8.6
8.4
7.4
5
9.7
Paul English................................... 9.4
Sr. VP Product Management 8.4
7.7
8.1
8.7
9.6
Ed Koepfler.................................... 8.2
President and CEO 9.2
G. Gordon M. Large............................. 8.7
Executive VP and CFO
Robert T. Maher................................ 9.7
VP.Engineering 9.5
Edward Mallen.................................. 8
VP U.S. Sales 6.5
Stephen D. Pelletier........................... 9.4
VP Engineering 7.7
Mark K. Ruport................................. 9.5
President
Andrew J Van Abs............................... 9.4
VP Engineering 8.8
Peripherals Technology 8
7.1
Robert Weiler.................................. 8.9
President & COO
Haviland Wright................................ 9
Sr. VP & Chief Scientist 9.7

COMPENSATION COMMITTEE REPORT

During fiscal 1999, the Compensation Committee's philosophy was to base
executive salaries on salaries offered to executives in comparable software
companies. In addition, the Compensation Committee believed that targeted
bonuses should equal approximately 30-40% of the executive's compensation and
that stock options should be used to align executives' interests with the
long-term interests of the stockholders. Given the Company's declining revenues,
the Compensation Committee believed that cash should be preserved if possible,
and relatively large stock option grants would be required to be granted to

attract and retain qualified executives by providing significant potential for
earnings should the Company perform well.

Mr. Ellertson received a salary at an annual rate of $300,000 during the
first quarter of fiscal 1999 and at an annual rate of $275,000 for the following
three quarters. He received no new option grants during the year. Mr. Ellertson
also was given the opportunity to earn a cash bonus of up to $125,000 if certain
annual goals were met. These goals were based on the Company achieving targeted
earnings, product revenue and total revenue, and a subjective assessment of his
performance. The remaining members of the senior management team received a
proportional bonus opportunity based on the same targets. The Compensation
Committee believed that the salary and bonus potential of all senior managers
would serve to align their interests with the long-term interests of the
stockholders.

During fiscal 1999, the Company reported three out of four profitable
quarters, adopted a new strategy for growth, and completed three acquisitions
and significant changes to its capital structure. Led by Mr. Ellertson, the
Company identified a new market called content management, and adopted a
business strategy for growth through the development and release of
BladeRunner(TM), the Company's content management solution, and through a series
of acquisitions. The Company purchased certain software assets from SoftQuad,
Inc., 100% of the stock of PDR Automated Systems and Publications, Inc., and the
69% of the capital stock of Interleaf Italia, S.r.l., which the Company had not
previously held. These acquisitions have all met or exceeded the Company's
expectations. In April 1999, the Company also acquired the assets of Texcel
International AB, which accelerated and broadened the BladeRunner product
offering. The BladeRunner pre-release "Early Adopter" program was successful,
and product development has proceeded on track. The Company also accomplished a
significant recapitalization, by retiring its Series C and 6% Convertible
preferred stock. Retirement of these preferred stock series was financed by a
$4.2 million private placement of Common Stock. These changes, together with a
one-for-three reverse split of its Common Stock, improved the Company's capital
structure.

In the first quarter of fiscal 2000, the Compensation Committee reviewed Mr.
Ellertson's performance and reviewed data regarding CEO compensation in
comparable software companies. Based on the Company's performance, the
Compensation Committee determined that Mr. Ellertson should be awarded a cash
bonus of $125,000 for fiscal year 1999, and an option grant of 100,000 shares
under the Company's standard option terms for executive officers. This reflected
the substantially positive performance in terms of operations and strategic
initiatives described above. Based on its review of compensation data and Mr.
Ellertson's performance, the Compensation Committee believed that Mr.
Ellertson's cash compensation was appropriate, and for fiscal 2000 Mr.
Ellertson's salary was established at $275,000. Mr. Ellertson's cash bonus
target is $125,000. This bonus will be based on the performance during that year
of the Company's E-content (40%) and E-publishing (40%) divisions, with the
remaining 20% based on the Compensation Committee's subjective assessment of Mr.
Ellertson's performance.

The Compensation Committee recognizes the current need to preserve cash, and
will seek to attract and retain executives and employees by continuing to use
stock option grants. In fiscal 2000, the Compensation Committee expects that
option grants will be awarded in larger amounts to the Company's executives and
employees.

COMPENSATION COMMITTEE:
FREDERICK B. BAMBER AND RORY J. COWAN

STOCK PERFORMANCE GRAPH

The following graph compares the yearly change in the Company's cumulative
total stockholder return with the cumulative total return of a broad market
index (NASDAQ Stock Market Index for U.S. and Foreign Companies) and a published
industry index (NASDAQ Computer and Data Processing Services Stocks) for the
last five fiscal years. The performance graph assumes the investment of $100 on
March 31, 1994. The lines represent monthly index levels derived from the
changes in the daily market capitalization, which are calculated based on daily
closing stock prices, quarterly shares outstanding and quarterly dividend
reinvestments. The broad market index and industry index are weighted on the
basis of market capitalization.

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

INTERLEAF,
INC. NASDAQ STOCK MARKET (U.S. & FOREIGN) NASDAQ COMPUTER AND DATA PROCESSING SERVICES STOCKS

3/31/94 100 100 100
3/31/95 217 110 135
3/31/96 394 149 191
3/31/97 69 165 209
3/31/98 153 249 365
3/31/99 47 328 592

3/31/94 3/31/95 3/31/96 3/31/97
----------- ----------- ----------- -----------

Interleaf, Inc....................................................... 100 217 394 69
NASDAQ Stock Market (U.S. & Foreign)................................. 100 110 149 165
NASDAQ Computer and Data Processing Services Stocks.................. 100 135 191 209

3/31/98 3/31/99
----------- -----------

Interleaf, Inc....................................................... 153 47
NASDAQ Stock Market (U.S. & Foreign)................................. 249 328
NASDAQ Computer and Data Processing Services Stocks.................. 365 592

PROXY

INTERLEAF, INC.

Proxy for the Annual Meeting of Stockholders to be held September 8, 1999

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ON THE COMPANY

The undersigned, revoking all prior proxies, hereby appoint(s) Jaime W.
Ellerston, Peter J. Rice and Craig Newfield, and each of them, with full
power of substitution, as proxies to represent and vote as designated herein,
all shares of capital stock of Interleaf, Inc. (the "Company") which the
undersigned would be entitled to vote if personally present at the Annual
Meeting of Stockholders of the Company to be held at Interleaf, Inc., 62
Fourth Avenue, Waltham, Massachusetts on Wednesday, September 8, 1999 at
10:00 a.m., local time, and at any adjournment thereof.

This proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder. If no direction is given, this proxy
will be voted for all proposals. Attendance of the undersigned at the meeting
or any adjournment thereof will not be deemed to revoke this proxy unless the
undersigned shall revoke this proxy in writing.

- --------------- --------------
/ SEE REVERSE / CONTINUED AND TO BE SIGNED ON REVERSE SIDE / SEE REVERSE /
/ SIDE / / SIDE /
- --------------- --------------

Please mark
/X/ votes as in
this example.

1. To elect two Class III directors, each to hold office until the 2002 Annual
Meeting of Stockholders and until their respective successors are elected
and qualified.

Nominees: Frederick B. Bamber
David A. Boucher

FOR WITHHELD
/ / / /

/ / ______________________________________
for all nominees except as noted above

2. To ratify the selection of PricewaterhouseCoopers LLP as the Company's
independent auditors for the fiscal year ending March 31, 2000.

FOR AGAINST ABSTAIN
/ / / / / /

MARK HERE IF YOU PLAN TO ATTEND THE MEETING / /

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT / /

In their discretion, the proxies are authorized to vote upon such other
matters as may properly come before the meeting or any adjournment therefor.

Signature: _______________ Date: _____ Signature: ________________ Date: ______