AS FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION ON SEPTEMBER 29, 1995
REGISTRATION NO. 33-83174
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE MACNEAL-SCHWENDLER CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 95-2239450
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
815 COLORADO BOULEVARD,
LOS ANGELES, CALIFORNIA 90041
(213) 258-9111
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
LOUIS A. GRECO
CHIEF FINANCIAL OFFICER
815 COLORADO BOULEVARD,
LOS ANGELES, CALIFORNIA 90041
(213) 258-9111
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
With copies to:
D. STEPHEN ANTION, ESQ.
O'MELVENY & MYERS
400 SOUTH HOPE STREET
LOS ANGELES, CALIFORNIA 90071
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
The Registrant hereby deregisters from its Registration
Statement on Form S-3 (file no. 33-83174), as of the effective date
of this Post-Effective Amendment No. 1 thereto, the following
shares of the Registrant's Common Stock held by the following
entities, registered under said Registration Statement in excess of
the number of shares sold pursuant to such Registration Statement:
Shares to Be
Selling Shareholder Deregistered
ABS Ventures II
Limited Partnership 144,215
Senvest Capital Inc. 3,987
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-3 and has duly caused this Post-Effective Amendment No. 1 to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Los Angeles, State of California, on
September 28, 1995.
THE MACNEAL-SCHWENDLER CORPORATION
__LOUIS A. GRECO__
Louis A. Greco
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933,
this Post-Effective Amendment No. 1 has been signed by the
following persons in the capacities indicated and on the date
indicated.
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<S> <C> <C>
SIGNATURE TITLE DATE
__RICHARD H. MACNEAL*__ Chairman of the Board, September 28, 1995
Richard H. MacNeal Chief Executive Officer
and Director
__PAUL B. MACREADY*__ Director September 28, 1995
Paul B. MacCready
__GEORGE RIORDAN*__ Director September 28, 1995
George Riordan
__BERNARD J. BANNAN*__ Director September 28, 1995
Bernard J. Bannan
__HAROLD HARRIGIAN*__ Director September 28, 1995
Harold Harrigian
__DALE D. MYERS*__ Director September 28, 1995
Dale D. Myers
__ARTHUR REIDEL*__ Director September 28, 1995
Arthur Reidel
_____________________ Director September __, 1995
Frank Perna
_____________________ Director September __, 1995
Russell S. Henke
__LOUIS A. GRECO__ Chief Financial Officer September 28, 1995
Louis A. Greco (Principal Financial and
Accounting Officer)
*By __LOUIS A. GRECO__ September 28, 1995
Louis A. Greco
Attorney-in-fact
</TABLE>
