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):  [ ] Form 10-K  [ ] Form 11-K  [ ] Form 20-F  [X] Form 10-Q
[ ] Form N-SAR

For Period Ended:  November 30, 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 Item(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): 7901 Flying Cloud 
Drive, Suite 150

City, State and Zip Code:     Minneapolis, MN  55344



<PAGE>

                        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 management's discussion and 
      analysis and the unaudited financial statements as a result of the 
      limited personnel and other resources of the Registrant.

                           PART IV. OTHER INFORMATION

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

        Jeffrey B. Pinkerton            (508)         898-2799
          (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 report(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:  January 14, 1997            By:  /s/ Jeffrey B. Pinkerton
                                        -----------------------------
                                        Jeffrey B. Pinkerton,
                                        President and Chief Financial Officer