As filed with the Securities and Exchange Commission on November 8, 1999.
                                                Registration No. 333-__________.
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                                 INTERLEAF, INC.
             (Exact Name of Registrant as Specified in Its Charter)

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

                                  MASSACHUSETTS
                        (State or Other Jurisdiction of)
                         Incorporation or Organization)

                                   04-2729042
                      (IRS Employer Identification Number)


       62 FOURTH AVENUE, WALTHAM, MA                        02451
  (Address of Principal Executive Offices)                (Zip Code)


                     INTERLEAF, INC. 1993 STOCK OPTION PLAN
                            (Full Title of the Plan)


                     CRAIG NEWFIELD, V.P. & GENERAL COUNSEL
                                 INTERLEAF, INC.
                                62 FOURTH AVENUE
                          WALTHAM, MASSACHUSETTS 02451
                     (Name and Address of Agent for Service)

                                 (781) 290-0710
          (Telephone Number, Including Area Code, of Agent for Service)


<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
============================================================================================================
                             |                      |  Proposed Maximum |  Proposed Maximum  |  Amount of
  Title of Each Class of     |    Amount to be      |   Offering Price  |     Aggregate      | Registration
Securities to be Registered  |     Registered       |    Per Share(1)   |  Offering Price(1) |      Fee
-----------------------------|----------------------|-------------------|--------------------|--------------
<S>                           <C>                    <C>                 <C>                  <C>
Common Stock, $.01 par value |  1,766,667 shares(2) |       $24.50      |     $43,283,342    |    $12,033
------------------------------------------------------------------------------------------------------------
</TABLE>
(1)  Estimated solely for purposes of calculating the registration fee pursuant
     to Rule 457(h) under the Securities Act of 1933, on the basis of the
     average of the high and low and trading prices on the Nasdaq National
     Market on November 2, 1999.

(2)  Such presently indeterminable number of additional shares of Common Stock
     are also registered hereunder as may be issued in the event of a merger,
     consolidation, reorganization, recapitalization, stock dividend, stock
     split or other similar change in Common Stock.

<PAGE>

         This Registration Statement on Form S-8 relates to 1,766,667 additional
shares of Common Stock, $.01 par value per share, to be offered pursuant to the
1993 Stock Option Plan (the "1993 Plan") of Interleaf, Inc. The Registrant
previously registered an aggregate of 1,133,333 shares of Common Stock (adjusted
to reflect the Registrant's reverse stock split on December 31, 1998) offered
under the 1993 Plan, pursuant to registration statements on Form S-8 filed with
the Securities and Exchange Commission on September 21, 1993 (Registration No.
33-69068), July 14, 1995 (Registration No. 33-61051), October 24, 1997
(Registration No. 333-38699) and June 5, 1998 (Registration No. 333-56145).
Except as otherwise provided herein, the contents of these previously filed
registration statements are incorporated in this Registration Statement by
reference. In April 1998, the Registrant's Board of Directors resolved that no
additional shares would be issued under the Company's 1994 Employee Stock Option
Plan (the "1994 Plan"), and to increase the shares reserved and available for
issuance under the 1993 Plan by the same number of shares as are subject to
options which are cancelled (not expired or exercised) from time to time under
the 1994 Plan. In June 1999, the Registrant's Board of Directors resolved to
increase the total number of shares reserved and available for issuance under
the 1993 Plan to 2,900,000, inclusive of all shares previously reserved for
issuance under such plan, and that that no additional shares shall become
reserved and available for issuance under the 1993 Plan with respect to the
cancellation of options previously granted under the 1994 Plan.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 8.    EXHIBITS.

The Exhibits listed in the accompanying Exhibit Index are filed as part of this
Registration Statement on Form S-8.





                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Waltham, Commonwealth of Massachusetts, on November
8, 1999.


                                      INTERLEAF, INC.

                                      By: /s/ Jaime W. Ellertson
                                          ----------------------
                                          Jaime W. Ellertson
                                          President and Chief Executive Officer







                                       -2-
<PAGE>
                                POWER OF ATTORNEY

         We, the undersigned officers and directors of Interleaf, Inc., hereby
severally constitute and appoint Jaime W. Ellertson, Peter J. Rice and Craig
Newfield, and each of them acting singly, our true and lawful attorneys with
full power to them, and each of them singly, to sign for us and in our names in
the capacities indicated below, the Registration Statement on Form S-8 filed
herewith and any and all pre-effective and post-effective amendments to said
Registration Statement, and generally to do all such things in our names and
behalf in our capacities as officers and directors to enable Interleaf, Inc. to
comply with the provisions of the Securities Act of 1933, as amended, and all
requirements of the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by our said attorneys, or any of
them, to said Registration Statement and any and all amendments thereto.

         WITNESS our hands and common seal on the date set forth below.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>

SIGNATURE                              TITLE                                        DATE
---------                              -----                                        ----
<S>                                    <C>                                          <C>

/s/ Jaime W. Ellertson                 Chairman of the Board, President             November 8, 1999
--------------------------------       and Chief Executive Officer
Jaime W. Ellertson                     (Principal Executive Officer)


/s/ Peter J. Rice                      Vice President of Finance and                November 8, 1999
--------------------------------       Administration, Chief Financial
Peter J. Rice                          Officer and Treasurer
                                       (Principal Financial and Accounting Officer)

/s/ Frederick B. Bamber                Director                                     November 8, 1999
--------------------------------
Frederick B. Bamber


/s/ David A. Boucher                   Director                                     November 8, 1999
--------------------------------
David A. Boucher


/s/ Rory J. Cowan                      Director                                     November 8, 1999
--------------------------------
Rory J. Cowan


/s/ Marcia J. Hooper                   Director                                     November 8, 1999
--------------------------------
Marcia J. Hooper


/s/ John A. Lopiano                    Director                                     November 8, 1999
--------------------------------
John A. Lopiano
</TABLE>
                                       -3-
<PAGE>
                                  EXHIBIT INDEX


NUMBER       DESCRIPTION
------       -----------

 4.1         Specimen Certificate of Common Stock (filed as Exhibit 4.01 to the
             Registrant's Annual Report on Form 10-K for the period ended March
             31, 1999 (File No. 0-14713).*

 5.1         Legal opinion of Craig Newfield, Esquire.

23.1         Consent of Craig Newfield, Esquire (contained in his legal opinion
             filed as Exhibit 5.1).

23.2         Consent of Ernst & Young, LLP, independent auditors.

23.3         Consent of PricewaterhouseCoopers LLP, independent accountants.

24           Power of Attorney (included on the signature page of this
             Registration Statement).



 *   Not filed herewith. In accordance with Rule 411 promulgated pursuant to the
     Securities Act of 1933, as amended, reference is made to the documents
     previously filed with the Commission, which are incorporated by reference
     herein.





                                       -4-
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{"company-data": {"conformed-name": "INTERLEAF INC /MA/", "cik": "0000793604", "assigned-sic": "7372", "irs-number": "042729042", "state-of-incorporation": "MA", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-90579", "film-number": "99743724"}, "business-address": {"street1": "62 FOURTH AVE", "city": "WALTHAM", "state": "MA", "zip": "02451", "phone": "6172900710"}, "mail-address": {"street1": "62 FOURTH AVENUE", "city": "WALTHAM", "state": "MA", "zip": "02451"}}
As filed with the Securities and Exchange Commission on November 8, 1999.
                                                Registration No. 333-__________.
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                                 INTERLEAF, INC.
             (Exact Name of Registrant as Specified in Its Charter)

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

                                  MASSACHUSETTS
                        (State or Other Jurisdiction of)
                         Incorporation or Organization)

                                   04-2729042
                      (IRS Employer Identification Number)

       62 FOURTH AVENUE, WALTHAM, MA                        02451
  (Address of Principal Executive Offices)                (Zip Code)

                     INTERLEAF, INC. 1993 STOCK OPTION PLAN
                            (Full Title of the Plan)

                     CRAIG NEWFIELD, V.P. & GENERAL COUNSEL
                                 INTERLEAF, INC.
                                62 FOURTH AVENUE
                          WALTHAM, MASSACHUSETTS 02451
                     (Name and Address of Agent for Service)

                                 (781) 290-0710
          (Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
============================================================================================================
                             |                      |  Proposed Maximum |  Proposed Maximum  |  Amount of
  Title of Each Class of     |    Amount to be      |   Offering Price  |     Aggregate      | Registration
Securities to be Registered  |     Registered       |    Per Share(1)   |  Offering Price(1) |      Fee
-----------------------------|----------------------|-------------------|--------------------|--------------
Common Stock, $.01 par value |  1,766,667 shares(2) |       $24.50      |     $43,283,342    |    $12,033
------------------------------------------------------------------------------------------------------------
(1)  Estimated solely for purposes of calculating the registration fee pursuant
     to Rule 457(h) under the Securities Act of 1933, on the basis of the
     average of the high and low and trading prices on the Nasdaq National
     Market on November 2, 1999.

(2)  Such presently indeterminable number of additional shares of Common Stock
     are also registered hereunder as may be issued in the event of a merger,
     consolidation, reorganization, recapitalization, stock dividend, stock
     split or other similar change in Common Stock.
This Registration Statement on Form S-8 relates to 1,766,667 additional
shares of Common Stock, $.01 par value per share, to be offered pursuant to the
1993 Stock Option Plan (the "1993 Plan") of Interleaf, Inc. The Registrant
previously registered an aggregate of 1,133,333 shares of Common Stock (adjusted
to reflect the Registrant's reverse stock split on December 31, 1998) offered
under the 1993 Plan, pursuant to registration statements on Form S-8 filed with
the Securities and Exchange Commission on September 21, 1993 (Registration No.
33-69068), July 14, 1995 (Registration No. 33-61051), October 24, 1997
(Registration No. 333-38699) and June 5, 1998 (Registration No. 333-56145).
Except as otherwise provided herein, the contents of these previously filed
registration statements are incorporated in this Registration Statement by
reference. In April 1998, the Registrant's Board of Directors resolved that no
additional shares would be issued under the Company's 1994 Employee Stock Option
Plan (the "1994 Plan"), and to increase the shares reserved and available for
issuance under the 1993 Plan by the same number of shares as are subject to
options which are cancelled (not expired or exercised) from time to time under
the 1994 Plan. In June 1999, the Registrant's Board of Directors resolved to
increase the total number of shares reserved and available for issuance under
the 1993 Plan to 2,900,000, inclusive of all shares previously reserved for
issuance under such plan, and that that no additional shares shall become
reserved and available for issuance under the 1993 Plan with respect to the
cancellation of options previously granted under the 1994 Plan.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 8.    EXHIBITS.

The Exhibits listed in the accompanying Exhibit Index are filed as part of this
Registration Statement on Form S-8.

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Waltham, Commonwealth of Massachusetts, on November
8, 1999.

                                      INTERLEAF, INC.

                                      By: /s/ Jaime W. Ellertson
                                          ----------------------
                                          Jaime W. Ellertson
                                          President and Chief Executive Officer

                                       -2-
POWER OF ATTORNEY

         We, the undersigned officers and directors of Interleaf, Inc., hereby
severally constitute and appoint Jaime W. Ellertson, Peter J. Rice and Craig
Newfield, and each of them acting singly, our true and lawful attorneys with
full power to them, and each of them singly, to sign for us and in our names in
the capacities indicated below, the Registration Statement on Form S-8 filed
herewith and any and all pre-effective and post-effective amendments to said
Registration Statement, and generally to do all such things in our names and
behalf in our capacities as officers and directors to enable Interleaf, Inc. to
comply with the provisions of the Securities Act of 1933, as amended, and all
requirements of the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by our said attorneys, or any of
them, to said Registration Statement and any and all amendments thereto.

         WITNESS our hands and common seal on the date set forth below.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURE                              TITLE                                        DATE
---------                              -----                                        ----
/s/ Jaime W. Ellertson                 Chairman of the Board, President             November 8, 1999
--------------------------------       and Chief Executive Officer
Jaime W. Ellertson                     (Principal Executive Officer)

/s/ Peter J. Rice                      Vice President of Finance and                November 8, 1999
--------------------------------       Administration, Chief Financial
Peter J. Rice                          Officer and Treasurer
                                       (Principal Financial and Accounting Officer)

/s/ Frederick B. Bamber                Director                                     November 8, 1999
--------------------------------
Frederick B. Bamber

/s/ David A. Boucher                   Director                                     November 8, 1999
--------------------------------
David A. Boucher

/s/ Rory J. Cowan                      Director                                     November 8, 1999
--------------------------------
Rory J. Cowan

/s/ Marcia J. Hooper                   Director                                     November 8, 1999
--------------------------------
Marcia J. Hooper

/s/ John A. Lopiano                    Director                                     November 8, 1999
--------------------------------
John A. Lopiano
-3-
EXHIBIT INDEX

NUMBER       DESCRIPTION
------       -----------

 4.1         Specimen Certificate of Common Stock (filed as Exhibit 4.01 to the
             Registrant's Annual Report on Form 10-K for the period ended March
             31, 1999 (File No. 0-14713).*

 5.1         Legal opinion of Craig Newfield, Esquire.

23.1         Consent of Craig Newfield, Esquire (contained in his legal opinion
             filed as Exhibit 5.1).

23.2         Consent of Ernst & Young, LLP, independent auditors.

23.3         Consent of PricewaterhouseCoopers LLP, independent accountants.

24           Power of Attorney (included on the signature page of this
             Registration Statement).

 *   Not filed herewith. In accordance with Rule 411 promulgated pursuant to the
     Securities Act of 1933, as amended, reference is made to the documents
     previously filed with the Commission, which are incorporated by reference
     herein.

                                       -4-