UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
AMENDMENT NO. 2 TO
SCHEDULE 13D
Under the Securities Exchange Act of 1934
GREENTREE SOFTWARE, INC.
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(Name of Issuer)
COMMON SHARES, $.01 PAR VALUE PER SHARE
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(Title of Class of Securities)
395793201
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(CUSIP Number)
L-R Global Partners, L.P.
30 Rockefeller Plaza, 54th Floor
New York, New York 10112
Attention: J. Murray Logan
(212) 649-5600
(Name, address and telephone number of person authorized to
receive notices and communications)
MAY 29, 1998
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(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this Schedule because of SS 240.13d-
1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ].
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See S 240.13d-7(b) for other parties to whom copies are to be
sent.
The information required on 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, as amended (the "Act"),
or otherwise subject to the liabilities of that section of the
Act but shall be subject to all provisions of the Act (however,
see the Notes).
<PAGE>
AMENDMENT NO. 2 TO
SCHEDULE 13D
On May 29, 1998, L-R Global converted the full principal
amount of the Note into 4,000,000 shares of Common Stock (see
Item 4a(2) of the initial Schedule 13D, filed with the SEC on
April 27, 1998 for an event of April 17, 1998).
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify, on behalf of each of the Reporting
Persons, that the information set forth in the statement is true,
complete and correct.
Date: June 9, 1998 ROCKEFELLER & CO., INC.
By: /s/ David A. Strawbridge
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Name: David A. Strawbridge
Title: Vice President
