FORM 3
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935
or Section 30(f) of the Investment Company Act of 1940
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<TABLE>
<CAPTION>
<S> <C> <C>
1. Name and Address of Reporting 2. Date of 4. Issuer Name and Ticker or Trading Symbol
Person Event Re-
quiring MK Rail Corporation (MKRL)
Merrill Lynch, Pierce, Fenner Statement
& Smith Incorporated (Month/Day/
______________________________ Year)
(Last) (First) (Middle) 9/14/96
5. Relationship of Reporting 6. If Amendment,
Person to Issuer Date of Original
World Financial Center (Check all applicable) (Month/Day/Year)
North Tower
250 Vesey Street ____ Director ____ 10% Owner 7. Individual or Joint/Group
____ Officer __x_ Other (specify Filing (Check Applicable
_______________________________ 3. IRS or Social (give title below)* Line)
(Street) Security Number of below) __ Form filed by One
Reporting Person Deemed Member of Group Reporting Person
New York, NY 10281 (Voluntary) ______________________ _x_ Form filed by More than
One Reporting Person
_______________________________ #13-5674085
(City) (State) (Zip)
TABLE I - NON-DERIVATIVE SECURITIES BENEFICIALLY OWNED
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
1. Title of Security 2. Amount of 3. Ownership 4. Nature of Indirect Beneficial Ownership
(Instr. 4) Securities Form: Direct (Instr. 5)
Beneficially (D) or Indirect
Owned (Instr. 4) (I) (Instr. 5)
Common Stock, $.01 par value approximately
579,979.27* D
Common Stock, $.01 par value approximately
579,979.27* I *
</TABLE>
Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly. (Over)
(Print or Type Responses) SEC 1473(8-92)
TABLE II -- DERIVATIVE SECURITIES BENEFICIALLY OWNED (E.G.,
PUTS, CALLS, WARRANTS, OPTIONS, CONVERTIBLE SECURITIES)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
1. Title of Derivative 2. Date Exer- 3. Title and Amount of 4. Conver- 5. Ownership 6. Nature of Indirect
Security cisable Securities Underlying sion or Form of Beneficial Ownership
(Instr. 4) and Expiration Derivative Security Exercise Derivative (Instr. 5)
Date (Month/ (Instr. 4) Price of Security:
Day/Year) Derivative Direct (D)
Security Indirect (I)
(Instr. 5)
Date Expiration Title Amount
Exer- Date or
cisable Number of
Shares
</TABLE>
Explanation of Responses:
* The Common Stock will be acquired by Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("MLPF&S"), a direct, wholly-owned subsidiary of Merrill Lynch
& Co., Inc. ("ML&Co."), pursuant to an order of the United States Bankruptcy
Court for the District of Delaware, dated August 26, 1996, confirming the
First Amended Plan of Reorganization of Morrison Knudsen Corporation ("MKC")
under Chapter 11 of the Bankruptcy Code (the "Plan") in satisfaction of
certain claims against MKC. The Plan required creditors of MKC, including
MLPF&S, to be bound by the terms of a Stockholders Agreement dated as of June
20, 1996, MLPF&S may be deemed to be a party to the Stockholders Agreement
with certain other stockholders (the "Stockholders") pursuant to which the
shares of Common Stock owned by MLPF&S and the Stockholders must be voted for
certain nominees for election to the board of directors and certain transfer
restrictions apply to MLPF&S and the Stockholders. Accordingly, MLPF&S and
the Stockholders may be deemed to constitute a group for purposes of Section
13(d)(3) of the Exchange Act. The Reporting Persons disclaim beneficial
ownership of the shares of Common Stock held by the Stockholders and disclaim
that they constitute a group with the other Stockholders for purposes of
Section 13(d)(3) of the Exchange Act.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
**Intentional misstatements
or omissions of facts constitute
Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
/s/Richard B. Alsop September 23, 1996
------------------- ------------------
Richard B. Alsop Date
Attorney-In-Fact
Note: File three copies of this Form, one of which must be manually signed.
If space provided is insufficient, see Instruction 6 for procedure.
Page 2
SEC 1473 (8-92)
JOINT FILER INFORMATION
Name: Merrill Lynch & Co., Inc.
Address: World Financial Center - North Tower
250 Vesey Street
New York, New York 10281
Designated Filer: Merrill Lynch, Pierce, Fenner & Smith Incorporated
Issuer & Ticker
Symbol: MK Rail Corporation (MKRL)
Date of Event
Requiring
Statement: September 14, 1996
Signature: /s/ Richard B. Alsop
------------------------
Richard B. Alsop*
Attorney-In-Fact
* Signed pursuant to a power of attorney, dated November 17, 1995, included
as Exhibit B to the Schedule 13G filed by Merrill Lynch & Co., Inc. for
Walden Residential Properties, Inc. and incorporated herein by reference.
