FILED PURSUANT TO RULE 424(b)(3)
                                            REGISTRATION STATEMENT NO. 333-41133

PROSPECTUS SUPPLEMENT NO. 3
(TO PROSPECTUS DATED DECEMBER 4, 1997)


                                1,864,000 SHARES

                                 INTERLEAF, INC.

                                  COMMON STOCK

     This prospectus supplement supplements information contained in Interleaf's
prospectus dated December 4, 1997, as supplemented on August 3, 1998 and
November 23, 1998, relating to shares of common stock which are issuable upon
conversion of the Series 6% Convertible Preferred Stock, $.01 par value per
share by the selling shareholders listed on page 7 of the prospectus. This
prospectus supplement is not complete without, and may not be delivered or
utilized except in connection with the prospectus, including any amendments or
supplements thereto.

     On April 15, 1999, Interleaf entered into an agreement with SIL 
Nominees, Ltd., the one remaining selling shareholder which did not 
previously convert its shares of 6% Convertible Preferred Stock, pursuant to 
which SIL Nominees, Ltd. agreed to convert all of its shares of 6% 
Convertible Preferred Stock into 507,334 shares of Interleaf common stock. 
The shares of common stock received by SIL Nominees, Ltd. upon conversion 
will be sold pursuant to this prospectus.

     The following table supplements the information set forth in the prospectus
under the caption "Selling Shareholders" with respect to SIL Nominees, Ltd. and
the number of shares beneficially owned by SIL Nominees, Ltd. that may be
offered pursuant to the prospectus:




                                          NUMBER OF
                                    SHARES OF COMMON STOCK      NUMBER OF SHARES OF    NUMBER OF SHARES OF COMMON
 NAME OF SELLING SHAREHOLDER       BENEFICIALLY OWNED AS OF     COMMON STOCK BEING       STOCK OWNED AFTER THE
                                       APRIL 13, 1999                  OFFERED                   OFFERING
- ----------------------------       ------------------------     -------------------    ---------------------------

                                                                                
SIL Nominees, Ltd.                         577,334                     507,334                    70,000



         The number of shares stated in this prospectus supplement has been
adjusted to account for the one-for-three reverse stock split which occurred on
December 31, 1998.

           THIS DATE OF THIS PROSPECTUS SUPPLEMENT IS APRIL 15, 1999.