<PAGE>

                            CERTIFICATE OF AMENDMENT

                                     OF THE

                                                                 Exhibit 3(a)(5)
                          CERTIFICATE OF INCORPORATION

                                       OF

                            GREENTREE SOFTWARE, INC.
               (under section 805 of the Business Corporation Law)

     Each of the undersigned, being the Chief Executive Officer and Chairman of
the Board of Directors, and the President and Secretary of GREENTREE SOFTWARE,
INC. (the "Corporation"), pursuant to Section 805 of the Business Corporation
Law of the State of New York, do hereby certify and set forth:

     (1)  The name of the Corporation is GREENTREE SOFTWARE, INC.  The name
under which the Corporation was formed is Schacher Greentree & Co., Inc.

     (2)  The Certificate of Incorporation of the Corporation was filed by the
Department of State on the 13th day of June, 1977, and subsequently amended on
the 18th day of August, 1983, the 26th day of January, 1988, the 23rd day of
December, 1993, the 28th day of April, 1994, and the 1st day of March, 1995.

     (3)  The amendment of the Certificate of Incorporation of the Corporation
effected by this Certificate of Amendment is to reduce the aggregate number of
Common Shares issued and outstanding or held in treasury by means of a one-for-
six reverse stock split of the Common Shares and to reclassify the Common Shares
by changing its par value.  As of the date hereof (the "Effective Date"), a one-
for-six reverse stock split of the Common Shares, as well as a change in the par
value per share of the Common Shares (such reverse stock split and change in par
value per share being referred to herein as the "Reverse Stock Split"), shall
become effective such that each share of Common Shares, $0.04 par value per
share ("Old Par Value Common Shares"), that is issued and outstanding or held in
treasury immediately prior to the Effective Time shall be automatically
combined, reclassified and changed (without any further act) into one-sixth
(1/6) of one share of fully paid and nonassessable Common Shares, $0.01 par
value per share, of the Corporation ("New Par Value Common Shares").  No
fractional share of New Par Value Common Shares shall be issued to any holder of
record of shares of Old Par Value Common Share as a result of the Reverse Stock
Split, but in lieu of any fraction of a share which would otherwise be

<PAGE>

issuable to any such holder of record, there shall be paid by the Corporation an
amount of cash equal to the pro rata value of such fractional share.  Each stock
certificate of the Corporation that represents shares of Old Par Value Common
Shares and that is outstanding immediately prior to the Effective Time shall
immediately after the Effective Time represent such number of shares of New Par
Value Common Shares as shall be equal to one-sixth (1/6) of the number of shares
of Old Par Value Common Shares shown on the face of such stock certificate,
excluding fractional shares which are subject to cash settlement as provided
above.  Within a reasonable time after the Effective Time, notice shall be given
to the shareholders of record of the New Par Value Common Shares instructing
them to surrender those of their stock certificates that represent, on their
face, shares of Old Par Value Common Shares to the Corporation for cancellation
and reissuance of new certificates representing the number of shares of New Par
Value Common Shares to which such shareholders are entitled after adjustment for
the Reverse Stock Split.  The aggregate amount of capital represented by the
aggregate number of shares of Old Par Value Common Shares issued and outstanding
immediately prior to the Effective Time shall be appropriately adjusted to
reflect the change in the aggregate number of shares of New Par Value Common
Shares issued and outstanding immediately after the Effective Time and the
change in the par value as a result of the Reverse Stock Split.  From and after
the Effective Time, any reference to, or use of, the term "Common Shares", or
any reference to the par value per share thereof, in the Certificate of
Incorporation shall, notwithstanding anything in the Certificate of
Incorporation to the contrary, be deemed a reference to the New Par Value Common
Shares or the par value per share thereof, respectively.

     As a result of the foregoing amendment, the Reverse Stock Split, the Nine
Million Six Hundred Sixty-Three Thousand Six Hundred Sixty-Two (9,663,662)
shares of the Old Par Value Common Shares, par value $0.04 per share, issued and
outstanding immediately prior to the Effective Date, will be reduced, at a rate
of one for six, to a maximum of One Million Six Hundred Ten Thousand Six Hundred
Ten (1,610,610) New Par Value Common Shares par value $0.01 per share, issued
and outstanding to the shareholders of the Corporation as of and on the
Effective Date.

     As a result of the foregoing amendment, the Reverse Stock Split, the Five
Million Three Hundred Thirty-Six Thousand Three Hundred Thirty-Eight (5,336,338)
shares of the Old Par Value Common Shares, par value $0.04 per share, authorized
but unissued as of immediately prior to the Effective Date, will, by virtue of
the Reverse Stock Split, be increased to a maximum of Thirteen Million, Three
Hundred Eighty-Nine Thousand Three Hundred Ninety (13,389,390) shares of the New
Par Value Common Shares, par value $0.01 per share, authorized but unissued
shares of the Common Shares as of and on the Effective Date.

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     (4)  To accomplish the foregoing amendment, paragraph (4) of the
Certificate of Incorporation of the Corporation, which sets forth the aggregate
number of shares which the Corporation shall be authorized to issue and the par
value of each of such shares, is hereby amended to read as follows:

               "(4) The aggregate number of shares which the
          Corporation shall have authority to issue is Fifteen Million
          (15,000,000) common shares, having a par value of $0.01 per
          share."

     (5)  As a result of the amendment set forth in paragraph (3)(ii) above, the
Reverse Stock Split, the Corporation's stated capital shall be reduced by one-
twenty-fourth (1/24) from $386,546 to $16,106.

     (6)  The foregoing amendments of the Certificate of Incorporation were
authorized by the vote of the Board of Directors of the Corporation followed by
the affirmative vote of the holders of a majority of the outstanding shares of
Common Shares of the Corporation entitled to vote thereon at a meeting of
shareholders of the Corporation duly called and held on June 23, 1997, a quorum
being present.

     IN WITNESS WHEREOF, the undersigned has subscribed this Certificate of
Amendment on the date set forth below and does hereby affirm, under penalties of
perjury, that the statements contained herein have been examined by the
undersigned and are true and correct.


                                             /s/ Joseph D. Mooney
                                        ----------------------------------------
                                        Joseph D. Mooney, CEO and
                                        Chairman of the Board of Directors



                                             /s/ Jeffrey B. Pinkerton
                                        ----------------------------------------
                                        Jeffrey B. Pinkerton, President and
                                        Secretary
Dated:    July 21, 1997

<PAGE>



                            CERTIFICATE OF AMENDMENT

                                     OF THE

                          CERTIFICATE OF INCORPORATION

                                       OF

                            GREENTREE SOFTWARE, INC.

                Under Section 805 of the Business Corporation Law
                   __________________________________________













Bingham, Dana & Gould LLP
150 Federal Street
Boston, Massachusetts  02110
Attn.: Julio E. Vega, Esq.
(617) 951-8901