SECURITIES AND EXCHANGE COMMISSION OMB
WASHINGTON, D.C. 20549 APPROVAL
_____________
OMB Number:
SCHEDULE 13D 3235-0145
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(AMENDMENT NO. 2)*
MotivePower Industries, Inc., f/k/a MK Rail Corporation
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
55305T102
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(CUSIP Number)
Judith Welcom, Esq.
Brown & Wood LLP
One World Trade Center
New York, New York 10048
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 18, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13D to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box / /.
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(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 the disclosures provided in a prior cover page.
The information required in 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 (the "Exchange 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).
(continued on following pages)
(Page 1 of 3 Pages)
SCHEDULE 13D
CUSIP NO.55305T102 PAGE 2 OF 3 PAGES
------------ --- ---
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Merrill Lynch & Co., Inc.
#13-2740599
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /x/
3 SEC USE ONLY
4 SOURCE OF FUNDS* OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED / /
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON 10 SHARED DISPOSITIVE POWER
WITH -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON*
HC
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
SCHEDULE 13D
CUSIP NO. 55305T102 Page 3 of 3 Pages
--------- --- ---
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Merrill Lynch, Pierce, Fenner & Smith Incorporated
#13-5674085
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /x/
3 SEC USE ONLY
4 SOURCE OF FUNDS* OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED / /
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON 10 SHARED DISPOSITIVE POWER
WITH -0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON*
BD
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER
This Amendment No. 2 to Schedule 13D relates to the common stock, $.01
par value per share ("Common Stock"), of MotivePower Industries, Inc., f/k/a
MK Rail Corporation, a Delaware corporation ("MotivePower"), and is being
filed on behalf of the Reporting Persons to amend the Schedule 13D previously
filed by them on September 23, 1996 (the "Schedule 13D"). The principal
executive office of MotivePower is 1200 Reedsdale Street, Pittsburgh, PA
15233. Unless otherwise indicated, all capitalized terms used but not
defined herein shall have the respective meanings set forth in the Schedule
13D.
ITEM 2. IDENTITY AND BACKGROUND
Item 2 of Schedule 13D is hereby amended to reflect that, as of the
close of trading on the New York Stock Exchange on November 18, 1997,
Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S"), a
registered broker-dealer, is the beneficial owner of -0- shares of the
Common Stock of MotivePower.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Not applicable.
ITEM 4. PURPOSE OF TRANSACTION
Not applicable.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5(b) of Schedule 13D is amended by deleting the text of Item 5(b)
and replacing it with the following:
As of the close of trading on the New York Stock Exchange on
November 18, 1997, the Reporting Persons have shared power to
vote or direct the vote and dispose or direct the disposition of -0-
shares of Common Stock of MotivePower.
Item 5(c) of Schedule 13D is amended by deleting the text of Item 5(c)
and replacing it with the following:
During the 60 calendar day period ending on November 18, 1997,
MLPF&S effected the following sales of the Common Stock of MotivePower,
all of which were effected on the New York Stock Exchange:
Date Total Amount of Shares Average Price per Share
-------- ---------------------- -----------------------
09/30/97 25,000 25.06
10/01/97 5,100 25.23
10/03/97 8,600 25.96
10/08/97 2,000 25.00
10/17/97 81,500 25.75
10/20/97 110,000 26.66
10/21/97 100,000 27.52
10/22/97 16,000 28.50
10/28/97 4,300 25.50
10/29/97 22,600 26.00
10/30/97 25,000 25.03
11/03/97 7,600 26.50
11/04/97 1,500 26.06
11/14/97 4,000 24.00
11/17/97 100,000 24.69
11/18/97 46,772 25.58
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 my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Dated: November 19, 1997
Merrill Lynch & Co., Inc.
/s/ Andrea Lowenthal
-----------------------------------
Name: Andrea Lowenthal*
Title: 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.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Dated: November 19, 1997
Merrill Lynch, Pierce, Fenner &
Smith Incorporated
/s/ Andrea Lowenthal
-----------------------------------
Name: Andrea Lowenthal**
Title: Attorney-In-Fact
** Signed pursuant to a power of attorney, dated January 12, 1996, included
as Exhibit 3 to the Schedule 13D and incorporated herein by reference.
