===============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 1)
_______________________
MK RAIL CORPORATION
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
55303T102
(CUSIP Number)
_______________________
STEPHEN M. DOWICZ
885 THIRD AVENUE
NEW YORK, NY 10022
TEL. NO.: (212) 371-3047
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
_______________________
OCTOBER 21, 1996
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
statement because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ].
===============================================================================
Page 1 of 10 Pages
<PAGE>
SCHEDULE 13D
CUSIP NO. 55303T102 Page 2 of 10 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DK Acquisition Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING
POWER
NUMBER OF
SHARES --
BENEFICIALLY
OWNED BY 8 SHARED VOTING
EACH POWER
REPORTING
PERSON
WITH 0
9 SOLE
DISPOSITIVE
POWER
--
10 SHARED
DISPOSITIVE
POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP NO. 55303T102 Page 3 of 10 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MH Davidson & Co.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING
POWER
NUMBER OF
SHARES --
BENEFICIALLY
OWNED BY 8 SHARED VOTING
EACH POWER
REPORTING
PERSON 0
WITH
9 SOLE DISPOSITIVE
POWER
--
10 SHARED
DISPOSITIVE
POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
CUSIP NO. 55303T102 Page 4 of 10 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Marvin H. Davidson
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING
POWER
NUMBER OF
SHARES --
BENEFICIALLY
OWNED BY 8 SHARED VOTING
EACH POWER
REPORTING
PERSON 0
WITH
9 SOLE
DISPOSITIVE
POWER
--
10 SHARED
DISPOSITIVE
POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP NO. 55303T102 Page 5 of 10 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thomas L. Kempner, Jr.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING
POWER
NUMBER OF
SHARES --
BENEFICIALLY
OWNED BY 8 SHARED VOTING
EACH POWER
REPORTING
PERSON 0
WITH
9 SOLE
DISPOSITIVE
POWER
--
10 SHARED
DISPOSITIVE
POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP NO. 55303T102 Page 6 of 10 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stephen M. Dowicz
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING
POWER
NUMBER OF
SHARES --
BENEFICIALLY
OWNED BY 8 SHARED VOTING
EACH POWER
REPORTING
PERSON 0
WITH
9 SOLE DISPOSITIVE
POWER
--
10 SHARED
DISPOSITIVE
POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP NO. 55303T102 Page 7 of 10 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Scott E. Davidson
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING
POWER
NUMBER OF
SHARES --
BENEFICIALLY
OWNED BY 8 SHARED VOTING
EACH POWER
REPORTING
PERSON 0
WITH
9 SOLE
DISPOSITIVE
POWER
--
10 SHARED
DISPOSITIVE
POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP NO. 55303T102 Page 8 of 10 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael J. Leffell
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING
POWER
NUMBER OF
SHARES --
BENEFICIALLY
OWNED BY 8 SHARED VOTING
EACH POWER
REPORTING
PERSON 0
WITH
9 SOLE
DISPOSITIVE
POWER
--
10 SHARED
DISPOSITIVE
POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP NO. 55303T102 Page 9 of 10 Pages
AMENDMENT NO. 1 TO SCHEDULE 13D
-------------------------------
This is Amendment No. 1 ("Amendment No.1") to the original
statement on Schedule 13D filed by the Davidson Kempner Group, dated
September 14, 1996. This Amendment No. 1 reflects the disposition of
all of the Common Stock, par value $.01 per share (the "Common Stock"),
of MK Rail Corporation, a Delaware corporation (the "Company")
previously owned by DKAP.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
- ------ ------------------------------------
(a) None of the Reporting Parties owns beneficially any shares
of the Common Stock.
(c) DKAP sold the shares of Common Stock in open market
transactions on the American Stock Exchange as follows:
DATE QUANTITY PRICE/SHARE
---- -------- -----------
9/17/96 8400 $5.6250
9/18/96 5700 $5.5000
9/19/96 25000 $5.5000
9/23/96 10000 $5.8750
9/24/96 15000 $5.9375
9/25/96 10000 $5.8250
9/25/96 25000 $5.8750
9/26/96 10000 $5.9375
9/26/96 15000 $5.9375
9/27/96 6000 $6.0417
10/14/96 10000 $6.5000
10/15/96 10000 $6.6250
10/21/96 18075 $7.5000
<PAGE>
SCHEDULE 13D
CUSIP NO. 55303T102 Page 10 of 10 Pages
SIGNATURES
----------
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.
November 12, 1996
DK ACQUISITION PARTNERS, L.P.
By MH Davidson & Co., its
general partner
By: /S/ THOMAS L. KEMPNER, JR.
-----------------------------
Thomas L. Kempner, Jr.
General Partner
MH Davidson & CO.
By: /S/ THOMAS L. KEMPNER, JR.
-----------------------------
Thomas L. Kempner, Jr.
General Partner
/S/ MARVIN H. DAVIDSON
-----------------------------
Marvin H. Davidson
/S/ THOMAS L. KEMPNER, JR.
-----------------------------
Thomas L. Kempner, Jr.
/S/ STEPHEN M. DOWICZ
-----------------------------
Stephen M. Dowicz
/S/ SCOTT E. DAVIDSON
-----------------------------
Scott E. Davidson
/S/ MICHAEL J. LEFFELL
-----------------------------
Michael J. Leffell
