U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 3
OMB APPROVAL
OMB Number: 3235-0104
Expires: September 30, 1998
Estimated average burden hours per response: 0.5
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding
Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
1. Name and Address of Reporting Person*
Last, First, Middle: Bank of America National Trust and Savings Assoc.
Street: 555 California Street
City, State, Zip: San Francisco, California 94104
2. Date of Event Requiring Statement (Month/Day/Year)
10/3/96
3. IRS or Social Security Number of Reporting Person (Voluntary)
94-1687665
4. Issuer Name and Ticker or Trading Symbol
MK Rail Corporation; MKRL
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5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
( ) Director ( ) 10% Owner
( ) Officer (give title below) ( X ) Other (specify below)
*See "Explanation of Responses", below.
6. If Amendment, Date of Original (Month/Day/Year)
7. Individual or Joint/Group Filing (Check Applicable Line)
( X ) Form filed by One Reporting Person
( ) Form filed by More than One Reporting Person
* If the form is filed by more than one reporting person, see Instruction
5(b)(v).
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Table I -- Non-Derivative Securities Beneficially Owned
1. Title of Security 2. Amount of Securities 3. Ownership Form: Direct
(Instr. 4) Beneficially Owned (D) or Indirect (I)
(Instr. 4) (Instr. 5)
<S> <C> <C> <C>
(1) Common Stock, $.01 par value per share 365,255 Direct
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Table I -- Continued
1. Title of Security 4. Nature of Indirect Beneficial Ownership
(Instr. 4) (Instr. 5)
<S> <C> <C>
(1) Common Stock, $.01 par value per share N/A
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Reminder: Report on a separate line for each class of securities
beneficially owned directly or indirectly.
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Table II -- Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative 2. Date Exercisable 3. Title and Amount of Securities
Security and Expiration Underlying Derivative Security
(Instr. 4) Date (Instr. 4)
(Month/Day/Year)
Date Expiration Amount or Number
Exercisable Date Title of Shares
<S> <C> <C> <C> <C> <C>
(1) N/A
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Table II -- Continued
1. Title of Derivative 4. Conversion 5. Ownership Form 6. Nature of Indirect
Security or Exercise of Derivative Beneficial Ownership
(Instr. 4) Price of Security: (Instr. 5)
Derivative Direct (D)
Security or Indirect (I)
(Instr. 5)
<S> <C> <C> <C> <C>
(1) N/A
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Explanation of Responses:
*Bank of America NT&SA is bound by the terms of that certain Stockholders
Agreement dated June 20, 1996 between the MK Rail Corporation and Morrison
Knudsen corporation, as amended by the terms of that certain Amendment to
Stockholders Agreement (collectively, the "Stockholders Agreement"). The
Stockholders Agreement purports to bind other stockholders whose identities
are not known by Bank of America NT&SA. As a result, Bank of America NT&SA
may be a member of a "group" whose aggregate stockholdings is not known by
Bank of America NT&SA. Nothing herein shall be deemed an admission that Bank
of America NT&SA or its parent, BankAmerica Corporation, is a member of a
"group" and in fact, Bank of America NT&SA and BAC expressly disclaim that
they are a member of a group with any other party to the Stockholders
Agreement.
/s/ Judith A. Boyle Oct. 14, 1996
**Signature of Reporting Person Date
** Intentional misstatements or omissions of facts constitute Federal
Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually
signed. If space provided is insufficient, see Instruction 6 for
procedure.
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