SMC CORP
SC 13G/A, 1997-02-13
MOTOR VEHICLES & PASSENGER CAR BODIES
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  SCHEDULE 13G


                    Under the Securities Exchange Act of 1934
                               (Amendment No. 1)*


                                 SMC Corporation
- --------------------------------------------------------------------------------
                                (Name of Issuer)


                                  Common Stock
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)


                                     7844601
                         ------------------------------
                                 (CUSIP Number)



*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
<PAGE>
                                  SCHEDULE 13G
                                  ------------

CUSIP No. 7844601                                                    Page 2 of 5
          -------

 1)   NAME OF REPORTING PERSON
      S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

      Mathew M. Perlot
      --------------------------------------------------------------------------

 2)   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                 (a)   [   ] 
                                                                 (b)   [   ] 

 3)   SEC USE ONLY _____________________________________________________________


 4)   CITIZENSHIP OR PLACE OF ORGANIZATION

      United States of America
      --------------------------------------------------------------------------

                          5)  SOLE VOTING POWER 

      NUMBER OF               3,655,680
                              --------------------------------------------------
      SHARES
                          6)  SHARED VOTING POWER
      BENEFICIALLY

      OWNED BY                --------------------------------------------------

      EACH                7)  SOLE DISPOSITIVE POWER

      REPORTING               3,655,680
                              --------------------------------------------------
      PERSON
                          8)  SHARED DISPOSITIVE POWER
      WITH
                              
                              --------------------------------------------------

 9)   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      3,655,680
      --------------------------------------------------------------------------

10)   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN 
      SHARES*                                                          [   ] 

      
      --------------------------------------------------------------------------

11)   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 

      54.4%
      --------------------------------------------------------------------------

12)   TYPE OF REPORTING PERSON* 

      IN
      --------------------------------------------------------------------------

                                Page 2 of 5 pages
<PAGE>
Item 1.     Issuer

      (a)   The name of the Issuer is SMC Corporation.

      (b)   The Issuer's executive offices are located at 30725 Diamond Hill
Road, Harrisburg, OR 97446.

Item 2.     Reporting Person and Security

      (a)   This Statement is filed by Mr. Mathew M. Perlot, an individual.

      (b)   Mr. Perlot's business address is 30725 Diamond Hill Road,
Harrisburg, OR  97446

      (c)   Mr. Perlot is a citizen of the United States of America.

      (d)   This Statement relates to shares of Common Stock of SMC Corporation.

      (e)   The CUSIP number assigned to the Common Stock of the Issuer is
7844601.

Item 3.     Filings Pursuant to Rule 13d-1(b) or 13d-2(b)

            Not applicable.

Item 4.     Ownership

      (a)   Under the rules and regulations of the Securities and Exchange
Commission, Mr. Perlot may be deemed to be the beneficial owner of a total of
3,655,680 shares of Issuer Common Stock. This amount includes 155,680 shares
subject to options that are currently exercisable or become exercisable within
60 days of December 31, 1996.

      (b)   Mr. Perlot's beneficial ownership of Issuer Common Stock
represented approximately 54.4% of the 6,563,064 issued and outstanding
shares on November 13, 1996, as reported in the Issuer's most recent
quarterly report.

      (c)   Mr. Perlot has sole power to vote or direct the voting and to
dispose or to direct disposition of the outstanding shares that he
beneficially owns.

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

            Not applicable.


                                Page 3 of 5 pages
<PAGE>
Item 8.     Identification and Classification of Members of the Group

            Not applicable.

Item 9.     Notice of Dissolution of Group

            Not applicable.

Item 10.    Certification

            Not applicable.


                                Page 4 of 5 pages
<PAGE>
                                    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.

                                                   February 11, 1997
                                       -----------------------------------------
                                                         Date


                                                    MATHEW M. PERLOT
                                       -----------------------------------------
                                                    Mathew M. Perlot


                                Page 5 of 5 pages


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