<PAGE>
$380,000,000 (APPROXIMATE)
GREEN TREE RECREATIONAL, EQUIPMENT & CONSUMER TRUST 1996-D
SUPPLEMENT TO PROSPECTUS SUPPLEMENT AND PROSPECTUS
DATED DECEMBER 18, 1996
1. The second sentence of the section entitled "D. Principal" on
pages S-13 and S-14 should read as follows:
On each Distribution Date commencing on the Distribution Date on which
the Notes are paid in full, principal on the Certificates will be payable
in an amount equal to the Certificate Percentage of the Class A-1/HE
Formula Principal Distribution Amount for such Distribution Date (less, on
the Distribution Date on which the Notes are paid in full, the portion
thereof payable on the Notes), plus the Unpaid Certificate Principal
Shortfall, if any, from prior Distribution Dates.
2. The second sentence of the section entitled "E. Limited Guaranty"
on page S-14 should read as follows:
The "Guaranty Payment" for any Distribution Date will equal the
difference, if any, between the Certificate Formula Distribution Amount
(equal to accrued and unpaid interest on the Certificates, plus the
Certificate Percentage of the Class A-1/HE Formula Principal Distribution
Amount, plus any Unpaid Certificate Principal Shortfall for such
Distribution Date, and plus any Certificate Principal Liquidation Loss not
previously paid (as described under "Description of the Certificates--
Losses on Liquidated Contracts" herein)) and the remaining funds available
in the Collection Account after payment of all interest and principal on
the Notes and any amounts previously withdrawn from any sub-account of the
Spread Account or the Reserve Account and not previously replenished.
3. The second sentence of the first paragraph of the section entitled
"Principal" on page S-36 should read as follows:
On each Distribution Date commencing on the Distribution Date on which
the Notes are paid in full, principal on the Certificates will be payable
in an amount equal to the Certificate Percentage of the Class A-1/HE
Formula Principal Distribution Amount for such Distribution Date plus any
Unpaid Certificate Principal Shortfall (as defined below) for such
Distribution Date.
4. The second sentence of the first paragraph of the section entitled
"Limited Guaranty" on page S-36 should read as follows:
The Guaranty Payment for any Distribution Date will equal the difference,
if any, between the Certificate Formula Distribution Amount (equal to
accrued and unpaid interest on the Certificates, plus the Certificate
Percentage of the Class A-1/HE Formula Principal Distribution Amount for
such Distribution Date, plus any Unpaid Certificate Principal Shortfall,
plus any Certificate Principal Liquidation Loss) and the remaining funds
available in the Collection Account after payment of all interest and
principal on the Notes and any amounts previously withdrawn from any sub-
account of the Spread Account or the Reserve Account and not previously
replenished.
5. The first sentence of the first paragraph of the section entitled
"Losses on Liquidated Contracts" on page S-37 should read as follows:
As described above, the distribution of principal to the Certificates is
intended to equal the Certificate Percentage of the Class A-1/HE Formula
Principal Distribution Amount.
6. The definition of "Certificateholders' Monthly Principal
Distributable Amount" on page S-42 should read as follows:
"Certificateholders' Monthly Principal Distributable Amount" means, with
respect to any Distribution Date prior to the Distribution Date on which
the Notes are paid in full, zero; and with respect to any Distribution Date
commencing on the Distribution Date on which the Notes are paid in full,
the Certificate Percentage of the Class A-1/HE Formula Principal
Distribution Amount plus the Certificate Principal Liquidation Loss (less,
on the Distribution Date on which the Notes are paid in full, the portion
thereof payable on the Notes).
The date of this Supplement is December 23, 1996.
