UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
GREINER ENGINEERING, INC.
________________________________________________________________________________
(Name of Issuer)
COMMON STOCK
________________________________________________________________________________
(Title of Class of Securities)
39762710
________________________________________________________________________________
(CUSIP Number)
Check the following box if a fee is being paid with this statement / /. (A
fee is not required only if the filing person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
CUSIP No. 39762710 13G Page 2 of 3 Pages
1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
WEISS, PECK & GREER, L.L.C.
2) Check the Appropriate Box if a Member of a Group (see instructions)
(a) / /
(b) /x/
3) SEC Use Only
4) Citizenship or Place of Organization
New York
(5) Sole Voting Power
0
Number of Shares
(6) Shared Voting Power
Beneficially 134,500
Owned by Each
(7) Sole Dispositive Power
Reporting Person 0
With
(8) Shared Dispositive Power
134,500
9) Aggregate Amount Beneficially Owned by Each Reporting Person
134,500
10) Check box if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) /x/
11) Percent of Class Represented by Amount in Row 9
2.86
12) Type of Reporting Person (see instructions)
BD, IA, PN
Cusip No. 3976271013GPage 3 of 3
Item 5.Ownership of Five Percent or Less of a Class:
If this statement if being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following[X].
Item 10.Certification:
By signing below, Richard S. Pollack, General Counsel of Weiss, Peck & Greer,
L.L.C. ("WPG") certifies that, to the best of his knowledge and belief,
securities referred to above as being held or owned beneficially by WPG were
acquired in the ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or influencing the control of
the issuer of such securities and were not acquired in connection with or as a
participant in any transaction having such purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: February 9, 1996
WEISS, PECK & GREER, L.L.C.
By: Richard S. Pollack
Richard S. Pollack
General Counsel
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (see 18 U.S.C. 1001).
