SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
RailWorks Corporation
_______________________________________
NAME OF ISSUER:
Common Stock (Par Value $.01)
_______________________________________
TITLE OF CLASS OF SECURITIES
750789109
_______________________________________
CUSIP NUMBER
August 31, 1998
__________________________________________________
Date of Event Which Requires Filing This Statement
Check the appropriate box to designate the rule
pursuant to which this Schedule is filed:
(X) Rule 13d-1 (b)
( ) Rule 13d-1 (c)
( ) Rule 13d-1 (d)
*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 (the 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).
(Continued on following page(s))
Page 1 of 6 Pages
CUSIP No. 750789109 Page 2 of 6 Pages
1.NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Bankers Trust Corporation, its indirect
wholly owned subsidiary, BT Alex. Brown Incorporated
(BT Alex. Brown).
13-6180473
2.CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(A) [ ]
(B) [ ]
3.SEC USE ONLY
4.CITIZENSHIP OR PLACE OF ORGANIZATION
Bankers Trust Corporation is a New York Corporation.
BT Alex. Brown is a Delaware Corporation.
NUMBER OF 5. SOLE VOTING POWER
SHARES
BT Alex. Brown 2,009,061 shares
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY
BT Alex. Brown 0 shares
EACH 7. SOLE DISPOSITIVE POWER
REPORTING
BT Alex. Brown 2,009,061 shares
PERSON 8. SHARED DISPOSITIVE POWER
WITH
BT Alex. Brown 0 shares
CUSIP No. 750789109 Page 3 of 6Pages
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
BT Alex. Brown 2,009,061 shares
10.CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(9) EXCLUDES
CERTAIN SHARES *
[]
11.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
BT Alex. Brown 13.3%
12.TYPE OF REPORTING PERSON *
Bankers Trust Corporation - HC
BT Alex. Brown - BD
Item 1(a) NAME OF ISSUER:
RailWorks Corporation
Item 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE
OFFICES:
1104 Kenilworth Ave, Suite 301
Baltimore, MD 21204
Item 2(a) NAME OF PERSON FILING:
Bankers Trust Corporation and its indirect
wholly-owned subsidiary, BT Alex. Brown.
Item 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE:
For Bankers Trust Corporation,
and BT Alex. Brown
130 Liberty Street
New York, New York 10006
CUSIP No. 750789109 Page 4 of 6 Pages
Item 2(c) CITIZENSHIP:
Bankers Trust Corporation is a corporation
incorporated in the State of New York with
its principal business offices located in New York.
BT Alex. Brown is a Delaware corporation with
its principal business office located in
New York.
Item 2(d) TITLE OF CLASS OF SECURITIES:
This statement relates to the Companys Common
Stock $.01 par value per share.
Item 2(e) CUSIP NUMBER:
750789109
Item 3 THE PERSON FILING IS A:
For Bankers Trust Corporation
(g) [X] Parent Holding Company, in accordance with
Section 240.13d-1(b)(ii)(G)
For BT Alex. Brown
(a) [X] Broker or dealer registered under Section 15
15 of the Act.
Item 4 OWNERSHIP:
(a) Amount Beneficially Owned:
BT Alex. Brown 2,009,061 shares
(b) Percent of Class :
BT Alex. Brown 13.3%
CUSIP No. 750789109 Page 5 of 6 Pages
(c) Number of shares as to which the following have:
(i) sole power to vote or to direct the vote -
BT Alex. Brown 2,009,061 shares
(ii) shared power to vote or to direct the vote -
BT Alex. Brown 0 shares
(iii) sole power to dispose or to direct the
disposition of -
BT Alex. Brown 2,009,061 shares
(iv) shared power to dispose or to direct
the disposition of -
BT Alex. Brown 0 shares
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:
See Exhibit A
Item 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Not applicable.
CUSIP No. 750789109 Page 6 of 6 Pages
Item 9 NOTICE OF DISSOLUTION OF GROUP:
Not applicable.
Item 10 CERTIFICATION:
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 or 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: as of September 9, 1998
Signature: Bankers Trust Corporation
By: /s/ James T. Byrne, Jr.
Name: James T. Byrne, Jr.
Title: Secretary
Signature: BT Alex. Brown
By: /s/ James T. Byrne, Jr.
Name: James T. Byrne, Jr.
Title: Secretary
.
Exhibit A
The chain of ownership from Bankers Trust Corporation to BT
Alex. Brown is shown below:
Bankers Trust Corporation
|
|
100%
|
|
BT Alex.Brown Holdings Incorporated
|
|
100%
|
|
BT Alex. Brown Incorporated
