GREENTREE SOFTWARE INC
NT 10-K, 1996-08-29
PREPACKAGED SOFTWARE
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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549


                                  FORM 12b-25


                           GREENTREE SOFTWARE, INC.

                                                Commission file number 0-11791

                          NOTIFICATION OF LATE FILING


     (Check One): [x]Form 10-K [ ]Form 11-K [ ]Form 20-F [ ]Form 10-Q
[ ]Form N-SAR

For Period Ended: May 31, 1996
                  --------------------------------------------------------------

[ ] Transition Report on Form 10-K          [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F          [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K          

For the Transition Period Ended:________________________________________________

     Read attached instruction sheet before preparing form. Please print or 
type.

     Nothing in this form shall be construed to imply that the Commission has 
verified any information contained herein.

     If the notification relates to a portion of the filing checked above, 
identify the Items(s) to which the notification relates: N/A
                                                        ------------------------


                        Part I. Registrant Information

Full name of registrant: Greentree Software, Inc.
                        --------------------------------------------------------

Former name if applicable: N/A
                          ------------------------------------------------------

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

Address of principal executive office (Street and Number): 2801 Fruitville 
                                                          ----------------------
Road, Suite 180
- --------------------------------------------------------------------------------

City, State and Zip Code: Sarasota, Florida 34237
                         -------------------------------------------------------
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                       Part II. Rule 12b-25 (b) and (c)

       If the subject report could not be filed without unreasonable effort or 
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the 
following should be completed. (Check appropriate box.)

[X]    (a)  The reasons described in reasonable detail in Part III of this form 
            could not be eliminated without unreasonable effort or expense;

[X]    (b)  The subject annual report, semi-annual report, transition report on
            Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof will be
            filed on or before the 15th calendar day following the prescribed
            due date; or the subject quarterly report or transition report on
            Form 10-Q, or portion thereof will be filed on or before the fifth
            calendar day following the prescribed due date; and

[ ]    (c)  The accountant's statement or other exhibit required by Rule 
            12b-25(c) has been attached if applicable.

                              Part III. Narrative

       State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F, 
10-Q, N-SAR or the transition report or portion thereof could not be filed 
within the prescribed time period. (Attach extra sheets if needed.)

            Registrant is unable to file the subject report within the
       prescribed period because of the unusual effort and expense required to
       prepare such report within the prescribed time period. The unusual effort
       and expense includes the gathering of financial information in connection
       with the audit of the Registrant's financial reports for the 1995 fiscal
       year.

                          Part IV. Other Information

       (1) Name and telephone number of person to contact in regard to this 
notification:

      Jeffrey B. Pinkerton              (508)          881-2906
- --------------------------------------------------------------------------------
           (Name)                    (Area code)  (Telephone number)
<PAGE>
 
     (2)  Have all other periodic reports required under Section 13 or 15(d) of 
the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act 
of 1940 during the preceding 12 months or for such shorter period that the 
registrant was required to file such report(s) been filed? If the answer is no, 
identify reports(s).

                                [X] Yes  [ ] No

     (3)  Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the 
earnings statements to be included in the subject report or portion thereof?

                                [ ] Yes  [X] No

     If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable 
estimate of the results cannot be made.






                           GREENTREE SOFTWARE, INC.
- --------------------------------------------------------------------------------
                 (Name of registrant as specified in charter)

Has caused this notification to be signed on its behalf by the undersigned 
thereunto duly authorized.



                                        GREENTREE SOFTWARE, INC.


Date: August 28, 1996                   By:  /s/ Jeffrey B. Pinkerton
                                           ---------------------------------
                                           Jeffrey B. Pinkerton,
                                           Vice President of Product Development


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