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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)
MK RAIL CORPORATION
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
55305T102
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(CUSIP Number)
___________________
Check the following box if a fee is being paid with the statement / /. (A
fee is not required only if the reporting 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.)
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SCHEDULE 13G
CUSIP No. 55305T102 Page 2 of 5 Pages
1 Names of Reporting Persons/S.S. or I.R.S. Identification Nos. of Above
MORRISON KNUDSEN CORPORATION
82-0393735
2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) / /
(b) / /
N/A
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
Number of
Shares 5 Sole Voting Power
Beneficially -0-
Owned By 6 Shares Voting Power
Each Reporting -0-
Person Sole Dispositive Power
With 7 -0-
Shared Dispositive Power
8 -0-
9 Aggregate Amount Beneficially Owned by Each Reporting Person
-0-
10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* / /
11 Percent of Class Represented by Amount in Row (9)
0.0%
12 Type of Reporting Person (See Instructions)*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13G
CUSIP No. 55305T102 Page 3 of 5 Pages
Names of Reporting Persons/S.S. or I.R.S. Identification Nos. of Above
1 MORRISON KNUDSEN CORPORATION
34-0217470
2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) / /
(b) / /
N/A
3 SEC Use Only
4 Citizenship or Place of Organization
OHIO
Sole Voting Power
Number of -0-
Shares 5
Beneficially Shares Voting Power
Owned By 6 -0-
Each
Reporting 7 Sole Dispositive Power
Person -0-
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* / /
11 Percent of Class Represented by Amount in Row (9)
0.0%
12 Type of Reporting Person (See Instructions)*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!<PAGE>
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SCHEDULE 13G
CUSIP No. 55305T102 Page 4 of 5 Pages
This Amendment No. 1 supplements and amends the Statement on Schedule 13G
filed on February 14, 1995 (the "Schedule 13G") by Morrison Knudsen Corporation,
a Delaware corporation (Commission File Number 1-8889), and its wholly owned
subsidiary, Morrison Knudsen Corporation, an Ohio corporation.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
The response to Item 5 to the Schedule 13G is hereby amended to read in its
entirety as follows:
On September 11, 1996, the reporting persons ceased to
beneficially own any shares of common stock of MK Rail
Corporation.
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SCHEDULE 13G
CUSIP No. 55305T102 Page 5 of 5 Pages
SIGNATURE.
After reasonable inquiry and to the best of its knowledge and belief, each
of the undersigned certifies that the information set forth in this Statement is
true, complete and correct.
Date: October 9, 1996 MORRISON KNUDSEN CORPORATION,
A DELAWARE CORPORATION
/s/ Stephen G. Hanks
By: _____________________________________
Stephen G. Hanks
Executive Vice President, Chief Legal Officer
and Acting Chief Financial Officer
Date: October 9, 1996 MORRISON KNUDSEN CORPORATION,
AN OHIO CORPORATION
/s/ Stephen G. Hanks
By: _________________________________________________
Stephen G. Hanks
Executive Vice President and Chief Legal Officer
