UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
MacNeal Schwendler Corp.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
554806109
(CUSIP Number)
Check the following box if a fee is being paid with this
statement ____. (A fee is not required only if the filing
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 five percent or less of such class.) (See Rule 13d-7).
* 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 ("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).
<PAGE>
Cusip 554806109 Page 2 of 8
1
NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Brinson Partners, Inc.
36-3664388
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a
b
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware corporation
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
5
SOLE VOTING POWER
- -0-
6
SHARED VOTING POWER
1,096,200 shares
7
SOLE DISPOSITIVE POWER
- -0-
8
SHARED DISPOSITIVE POWER
1,096,200 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,096,200 shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.1%
12
TYPE OF REPORTING PERSON*
CO IA
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
Cusip 554806109 Page 3 of 8
1
NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Brinson Trust Company
36-3718331
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a
b
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois corporation
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
5
SOLE VOTING POWER
- -0-
6
SHARED VOTING POWER
321,453 shares
7
SOLE DISPOSITIVE POWER
- -0-
8
SHARED DISPOSITIVE POWER
321,453 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
321,453 shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.4%
12
TYPE OF REPORTING PERSON*
BK
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
Cusip 554806109 Page 4 of 8
1
NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Brinson Holdings, Inc.
36-3670610
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a
b
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware corporation
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
5
SOLE VOTING POWER
- -0-
6
SHARED VOTING POWER
1,096,200 shares
7
SOLE DISPOSITIVE POWER
- -0-
8
SHARED DISPOSITIVE POWER
1,096,200 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,096,200 shares (see item 4 hereof).
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.1%
12
TYPE OF REPORTING PERSON*
CO HC
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
Cusip 554806109 Page 5 of 8
1
NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SBC Holding (USA), Inc.
13-3506524
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a
b
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware corporation
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
5
SOLE VOTING POWER
- -0-
6
SHARED VOTING POWER
1,096,200 shares
7
SOLE DISPOSITIVE POWER
- -0-
8
SHARED DISPOSITIVE POWER
1,096,200 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,096,200 shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.1%
12
TYPE OF REPORTING PERSON*
CO HC
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
Cusip 554806109 Page 6 of 8
1
NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Swiss Bank Corporation
13-5424347
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a
b
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Swiss banking corporation
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
5
SOLE VOTING POWER
- -0-
6
SHARED VOTING POWER
1,096,200 shares
7
SOLE DISPOSITIVE POWER
- -0-
8
SHARED DISPOSITIVE POWER
1,096,200 shares
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,096,200 shares
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.1%
12
TYPE OF REPORTING PERSON*
CO HC
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
Cusip 554806109 Page 7 of 8
Item 1(a) Name of Issuer:
MacNeal Schwendler Corp. (the "Company")
Item 1(b) Address of Issuer's Principal Executive Offices:
815 Colorado Blvd.
Los Angeles, CA 90041
Item 2(a) Name of Person Filing:
Brinson Partners, Inc.("BPI") is filing this statement on
behalf of itself, Brinson Trust Company ("BTC"), Brinson
Holdings, Inc. ("BHI"), SBC Holding (USA), Inc. ("SBCUSA")
and Swiss Bank Corporation ("SBC"). BTC is a wholly-owned
subsidiary of BPI. BPI is a wholly-owned subsidiary of
BHI. BHI is a wholly-owned subsidiary of SBCUSA. SBCUSA
is a wholly-owned subsidiary of SBC. Exhibit I hereto
contains the agreement of each of the parties hereto to
file this joint disclosure statement on Schedule 13G.
Item 2(b) Address of Principal Business:
Each of BPI, BTC and BHI's principal business office is
located at:
209 South LaSalle, Chicago, Illinois 60604-1295
SBCUSA's principal business office is located at:
222 Broadway, New York, NY 10038
SBC's principal business office is located at:
Aeschenplatz 6 CH-4002
Basel, Switzerland
Item 2(c) Citizenship:
BPI is a Delaware corporation.
BHI is a Delaware corporation.
BTC is an Illinois corporation.
SBCUSA is a Delaware corporation.
SBC is a Swiss banking corporation.
Item 2(d) Title of Class of Securities:
Common Stock (the "Common Stock")
Item 2(e) CUSIP Number:
554806109
Item 3 Type of Person Filing:
BPI is an Investment Adviser registered under section 203
of the Investment Advisers Act of 1940. BTC is a bank in
accordance with section 240.13d-1(b)(1)(ii)(B). BHI is a
Parent Holding Company in accordance with section 240.13d-
1(b)(1)(ii)(G) of the Exchange Act. SBCUSA is a Parent
Holding Company in accordance with section 240.13d-
1(b)(1)(ii)(G) of the Exchange Act. SBC is a Parent
Holding Company in accordance with section 240.13d-
1(b)(1)(ii)(G) of the Exchange Act.
Item 4 Ownership:
See Items 5-11 of the cover pages hereto. By virtue of
their corporate relationships described in Item 2 of this
Schedule 13G, SBC, SBCUSA, BHI and BPI may be deemed to
beneficially own and have the power to dispose and vote or
direct the disposition or voting of the common stock held
by BTC and BPI.
Item 5 Ownership of Five Percent or Less of a Class:
Not Applicable
Item 6 Ownership of More than Five Percent on Behalf of
Another Person:
Not Applicable
Item 7 Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the Parent
Holding Company:
See item 3 above
Item 8 Identification and Classification of Member of the
Group:
Not Applicable
Item 9 Notice of Dissolution of Group:
Not Applicable
Item 10 Certification:
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not
acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a
participant in any transaction having such purposes or
effect.
<PAGE>
Cusip 554806109 Page 8 of 8
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.
Date: February 12, 1997
Brinson Partners, Inc.
Brinson Trust Company
Brinson Holdings, Inc.
By:/s/ Mark F. Kemper
Mark F. Kemper
Assistant Secretary of the above Companies
SBC Holding (USA), Inc.
By: /s/Mario Cueni By:/s/ Mike Daly
Mario Cueni Mike Daly
Secretary Treasurer
Swiss Bank Corporation
By: /s/ Martin Weber By:/s/ Mario Cueni
Martin Weber Mario Cueni
Legal Advisor Managing Director
Legal Adviser
EXHIBIT 1
AGREEMENT
Pursuant to Rule 13d-1(f)(1) of the Securities and Exchange
Commission, each of the parties hereto agrees that the
statement on Schedule 13G (including all amendments
thereto) with respect to the Common Stock of MACNEAL
SCHWENDLER CORP.
to which this agreement is attached is filed by and on
behalf of each such party and that any amendment thereto
will be filed on behalf of each such party.
Date: February 12, 1997
Brinson Partners, Inc.
Brinson Trust Company
Brinson Holdings, Inc.
By:/s/ Mark F. Kemper
Mark F. Kemper
Assistant Secretary of the above Companies
SBC Holding (USA), Inc.
By: /s/Mario Cueni By:/s/ Mike Daly
Mario Cueni Mike Daly
Secretary Treasurer
Swiss Bank Corporation
By: /s/ Martin Weber By:/s/ Mario Cueni
Martin Weber Mario Cueni
Legal Advisor Managing Director
Legal Adviser
<PAGE>
DELEGATION OF AUTHORITY
I, Samuel W. Anderson, as Vice President and Secretary of
Brinson Holdings, Inc., Brinson Partners, Inc., and Brinson
Trust Company (collectively the "Companies"), hereby
delegate to Mark F. Kemper, as Assistant Secretary to the
Companies, all necessary power and authority to execute, on
behalf of the Companies, the following regulatory filings
which the Companies may from time to time be obligated to
file: Securities and Exchange Commission Forms 13F, 13G,
13D, 3, 4, and 5; Department of the Treasury International
Capital Form S, and any other forms required in connection
therewith.
Effective February 15, 1993
/s/ Samuel W. Anderson
Samuel W. Anderson
Vice President and Secretary
