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THIS IS A CONFIRMING ELECTRONIC COPY OF A PAPER FILING
PREVIOUSLY MADE ON FEBRUARY 11, 1994. IT ALSO INCLUDES
A RESTATEMENT OF THE INFORMATION REQUIRED TO BE SUBMITTED
PURSUANT TO RULE 101(a)(2)(ii) OF REGULATION S-T. THE
BRACKETED ITEMS DID NOT APPEAR IN THE PAPER FILING.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
SCHEDULE 13G
________________
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
Rexnord Corporation
(NAME OF ISSUER)
Common Stock
(TITLE OF CLASS OF SECURITIES)
76168R10
(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 1 OF 5 PAGES
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13G
CUSIP No. 76168R10
_____________________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Weiss, Peck & Greer
_____________________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [x]
_____________________________________________________________________________
(3) SEC USE ONLY
_____________________________________________________________________________
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
New York
_____________________________________________________________________________
NUMBER OF (5) SOLE VOTING POWER
- 0 -
SHARES ______________________________________________________________
BENEFICIALLY (6) SHARED VOTING POWER
- 0 -
OWNED BY ______________________________________________________________
EACH (7) SOLE DISPOSITIVE POWER
- 0 -
REPORTING ______________________________________________________________
PERSON WITH (8) SHARED DISPOSITIVE POWER
- 0 -
_____________________________________________________________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
- 0 -
_____________________________________________________________________________
(10) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES ** [X]
_____________________________________________________________________________
(11) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
0%
_____________________________________________________________________________
(12) TYPE OF REPORTING PERSON **
BD, IA, PN
_____________________________________________________________________________
** SEE INSTRUCTIONS BEFORE FILLING OUT!
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[ITEM 1(a).] NAME OF ISSUER:
Rexnord Corporation
[ITEM 1(b).] ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
4701 West Greenfield Avenue, Milwaukee, WI 53214
[ITEM 2(a).] NAME OF PERSON FILING:
Weiss, Peck & Greer
[ITEM 2(b).] ADDRESS OF PRINCIPAL OFFICE OR, IF NONE, RESIDENCE:
One New York Plaza, New York, NY 10004
[ITEM 2(c).] CITIZENSHIP:
Weiss, Peck & Greer is a limited partnerhsip, organized
under the laws of the State of New York.
[ITEM 2(d).] TITLE OF CLASS OF SECURITIES:
Common Stock
[ITEM 2(e).] CUSIP NUMBER:
76168R10
[ITEM 3.] IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d
-1(b), OR 13d-2(b), CHECK WHETHER THE PERSON FILING
IS A:
(a) [X] Broker or dealer registered under Section
15 of the Act
(b) [ ] Bank as defined in Section 3(a)(6) of the
Act
(c) [ ] Insurance Company as defined in Section
3(a)(19) of the Act
(d) [ ] Investment Company registered under
Section 8 of the Investment Company Act
(e) [X] Investment Adviser registered under
Section 203 of the Investment Advisers Act
of 1940
(f) [ ] Employee Benefit Plan, Pension Fund which
is subject to the provisions of the
Employee Retirement Income Security Act of
1974 or Endowment Fund; see Rule 13d-
1(b)(1)(ii)(F)
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(g) [ ] Parent Holding Company, in accordance with
Rule 13d-1(b)(ii)(G); see item 7
(h) [ ] Group, in accordance with Rule 13d-
1(b)(1)(ii)(H)
[ITEM 4.] OWNERSHIP.
Not applicable.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following [X].
[ITEM 6.] OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF
ANOTHER PERSON.
This Schedule 13G is not being filed with respect to the shares
of common stock which may be owned by general partners of Weiss, Peck & Greer
(the "Partnership"), or by their respective spouses, or as custodian or
trustee for their respective family members or by their respective family
foundations, since the Partnership does not possess or share voting or
investment power with respect to such shares. Each of such general partners
disclaims, pursuant to Rule 13d-4, that he is the beneficial owner, within the
meaning of Rule 13d-3, of the shares of common stock owned by the various
parties referred to in this Schedule 13G, other than such shares as the
respective general partner owns of record.
[ITEM 7.] IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE
PARENT HOLDING COMPANY.
Not applicable.
[Item 8.] IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
GROUP.
Not applicable.
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[ITEM 9.] NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATE.
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 purpose of effect.
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 11, 1994
WEISS, PECK & GREER
By: /s/ CHARLES B. SCHAFFRAN
Charles B. Schaffran, General Partner
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001).
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