SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Varity Corporation
_______________________________________________________________________
(Name of Issuer)
Convertible Preferred Class II Shares, Series A
_______________________________________________________________________
(Title of Class of Securities)
None
_______________________________________________________________________
(CUSIP Number)
Michael Roth with a copy to:
10556 N. Port Washington Road George J.Mazin, Esq.
Mequon, Wisconsin Lowenstein, Sandler, Kohl,
(414) 241-1810 Fisher & Boylan, P.A.
65 Livingston Avenue
Roseland, New Jersey 07068
(201) 992-8700
_______________________________________________________________________
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 1, 1996
________________________________________________________________________
(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 Rule 13d-l(b)(3) or (4), check the
following box [].
Check the following box if a fee is being paid with this statement []. (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of less than
five percent of such class. See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-l(a) for other parties to whom copies
are to be sent.
The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
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 ('Act') or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
______________________________________________________________________________
1) Names of Reporting Persons (S.S. or I.R.S. Identification Nos.
of Above Persons):
Aurora Limited Partnership 36-3539541
______________________________________________________________________________
2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) Not
(b) Applicable
______________________________________________________________________________
3) SEC Use Only
______________________________________________________________________________
4) Source of Funds (See Instructions): WC
______________________________________________________________________________
5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e):
______________________________________________________________________________
Not Applicable
______________________________________________________________________________
6) Citizenship or Place of Organization:
Illinois
______________________________________________________________________________
Number of Shares 7) Sole Voting Power: 0
Beneficially Owned 8) Shared Voting Power: 0
by Each Reporting 9) Sole Dispositive Power: 0
Person With: 10) Shared Dispositive Power: 0
______________________________________________________________________________
11) Aggregate Amount Beneficially Owned by Each Reporting Person: 0
______________________________________________________________________________
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions):
Not Applicable
______________________________________________________________________________
13) Percent of Class Represented by Amount in Row (11) 0%
______________________________________________________________________________
14) Type of Reporting Person (See Instructions): PN
______________________________________________________________________________
Item 1. Security and Issuer.
This Statement relates to the Convertible Preferred Class II
Shares, Series A of Varity Corporation (the "Shares"). This issuer
has its principal executive offices located at 672 Delaware Avenue,
Buffalo, New York 14209.
Item 2. Identity and Background.
The person filing this Statement is Aurora Limited Partnership,
whose principal business address is 2 N. LaSalle Street, Suite 500,
Chicago, Illinois 60602. Aurora Limited Partnership's state of
organization is Illinois. Its principal business is investing in other
investment partnerships. Its general partner is Harris Associates, L.P.
Aurora Limited Partnership has never been convicted in any
criminal proceeding, nor has he been party to any civil proceeding
commenced before a judicial or administrative body of competent
jurisdiction as a result of which he was or is now subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
All funds used in Aurora Limited Partnership's original
purchase of Shares came directly from the net assets of Aurora Limited
Partnership.
Item 4. Purpose of Transaction.
The prior acquisition of Shares referred to in Item 5 in a
previous filing on Schedule 13D (December 9, 1992) was solely for
investment purposes. Aurora Limited Partnership has no present plans or
intentions which relate to or would result in any of the transactions
required to be described in Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Based upon the information contained in Varity Corp.'s
quarterly report on Form 10-Q for the quarterly period ended September 30,
1995, there were issued and outstanding, as of November 1, 1995, 2,000,000
Shares. As of March 1, 1996, Aurora Limited Partnership owned no shares of
such stock and therefore ceased to be a beneficial owned of more than 5.0%
of such stock. The following table details the transactions by Aurora
Limited Partnership in the Shares during the past 60 days:
Date Quantity Price Transaction Type
(Sales)
March 1, 1996 175,800* NA Capital contribution
in connection with
investment in Stark
Investments, L.P.
_____________
* The 175,800 Shares sold by Aurora Limited Partnership are included in a
Schedule 13D filed on behalf of Michael Roth and Brian Stark.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Not Applicable
Item 7. Material to Be Filed as Exhibits.
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned hereby certifies that the information
set forth in this statement is true, complete and correct.
March 8, 1996
/s/ Michael Roth
Michael Roth as investment manager of
Aurora Limited Partnership
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
