MACNEAL SCHWENDLER CORP
8-A12B/A, 1996-06-18
PREPACKAGED SOFTWARE
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                                     SECURITIES AND EXCHANGE COMMISSION
                                           Washington, D.C. 20549
                                                      
                                                 FORM 8-A/A


                           FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                               PURSUANT TO SECTION 12(b) or 12(g) OF THE
                                    SECURITIES EXCHANGE ACT OF 1934

                                  THE MACNEAL-SCHWENDLER CORPORATION
                        (Exact Name of Registrant as Specified in its Charter)


         DELAWARE                                       95-2239450
(State of Incorporation or                           (I.R.S. Employer
       Organization)                                Identification no.)

  815 COLORADO BOULEVARD,                                   90041
  LOS ANGELES, CALIFORNIA                                 (Zip Codes)
  (Address of principal 
    executive offices)


         If this Form relates to the registration of a class of debt
securities and is effective upon filing pursuant to General
Instruction A(c)(1) please check the following box.  

         If this Form relates to the registration of a class of debt
securities and is to become effective simultaneously with the
effectiveness of a concurrent registration statement under the
Securities Act of 1933 pursuant to General Instruction A(c)(2)
please check the following box. 

                                                      

            SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

                                  
                               Common Stock Purchase Rights
                                     (Title of Class)

                                                      

            SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

                                           None





<PAGE>
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED

COMMON STOCK PURCHASE RIGHTS

         The description of the Common Stock Purchase Rights is set
forth under the caption "Common Stock Purchase Rights" in the
Registrant's Registration Statement on Form 8-B (Registration No.
1-8722), filed under the Securities Exchange Act of 1934, as
amended, and is hereby incorporated herein by reference.

ITEM 2. EXHIBITS

Exhibit
Number 

1.        All exhibits required by Instruction II to Item 2 will be
          supplied to the New York Stock Exchange.




<PAGE>
 SIGNATURE

          Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the Registrant has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.

Dated: June 18, 1996                      


                                          THE MACNEAL-SCHWENDLER CORPORATION



                                          By: /s/ LOUIS A. GRECO  
         
                                                  Louis A. Greco
                                                  Chief Financial Officer
                                                  and Corporate Secretary
<PAGE>
 SIGNATURE

          Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the Registrant has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.

Dated:           June 18, 1996            


                                          THE MACNEAL-SCHWENDLER CORPORATION



                                          By: 
              
                                                  Louis A. Greco
                                                  Chief Financial Officer
                                                  and Corporate Secretary

<PAGE>



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