U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING
                                  (Check One):
     [ ] Form 10-K [ ] Form 20-F [x] Form 11-K [ ] Form 10-Q [ ] Form N-SAR

         For Period Ended: December 31, 1995
         [ ] Transition Report on Form 10-K                  SEC FILE NUMBER
         [ ] Transition Report on Form 20-F                     33-78660
         [ ] Transition Report on Form 11-K
         [ ] Transition Report on Form 10-Q                    
         [ ] Transition Report on Form N-SAR                   
                                 
For the Transition Period Ended: 
                                -----------------------------------------------

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

  Read Attached Instruction Sheet Before preparing Form. Please Print or Type.

          Nothing in this form shall be construed  to imply that the  Commission
     has verified any information contained herein.

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

          If the notification  relates to a portion of the filing checked above,
identify    the    Item(s)    to   which   the    notification    relatess:

          ----------------------------------------------------------------------
          
          ----------------------------------------------------------------------
- - --------------------------------------------------------------------------------
Part I--Registrant Information
- - --------------------------------------------------------------------------------

         Full Name of Registrant    MK Rail Corporation       
         Former Name if Applicable
                  
         -----------------------------------------------------------------------
         Address of Principal Executive Office (Street and Number)
                  1200 Reedsdale Street
         -----------------------------------------------------------------------
         City, State and Zip Code                    Pittsburgh, PA  15233
- - --------------------------------------------------------------------------------
                                    
                                       -1-





Part II--Rules 12b-25 (b) and (c)
- - --------------------------------------------------------------------------------
If the subject report could not be filed without  unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)

     (a)  The reasons  described in  reasonable  detail in Part III of this form
          could not be eliminated without unreasonable effort or expense;
     
[x]  (b)  The subject annual report,  semi-annual  report,  transition report on
          Form 10-K,  Form 20-F,11-K or Form N-SAR,  or portion  thereof will be
          filed on or before the fifteenth calendar day following the prescribed
          due date; or the subject quarterly report or transition report on Form
          10-Q, or portion thereof will be filed on or before the fifth calendar
          day following the prescribed due date; and

     (c)  The accountant's statement or other exhibit required by Rule 12b-25(c)
          has been attached if applicable.

- - --------------------------------------------------------------------------------
Part III--Narrative
- - --------------------------------------------------------------------------------
State below in reasonable  detail the reasons why Form 10-K,  20-F,  11-K, 10-Q,
N-SAR or the transition  report or portion thereof could not be filed within the
prescribed time period. (Attach Extra Sheets if Needed)

The Company has been unable to file its Form 11-K,  financial statements for its
401(K) plan,  for the year ended  December 31, 1995 due to delays  caused by the
May 17, 1996 resignation of the Company's Chief Financial  Officer.

- - --------------------------------------------------------------------------------
Part IV--Other Information
- - --------------------------------------------------------------------------------
     (1)Name  and  telephone  number  of  person  to  contact  in regard to this
notification

   William D. Grab                            412               237-2250
- - --------------------------------------------------------------------------------
       (Name)                            (Area Code)       (Telephone Number)

     (2) Have all other periodic  reports  required under section 13 or 15(d) of
the Securities  Exchange Act of 1934 or section 30 of the Investment Company Act
of 1940  during the  preceding  12 months or for such  shorter  period  that the
registrant was required to file such report(s) been filed?  If the answer is no,
identify report(s).

                                                                  [x] Yes [ ] No

     (3) Is it anticipated that any significant  change in results of operations
from the corresponding  period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?

                                                                  [ ] Yes [x] No


                                      -2-




     If so; attach an explanation of the anticipated  change,  both  narratively
and  quantitatively  , and if  appropriate,  state the reasons why a  reasonable
estimate of the results cannot be made.

                               MK Rail Corporation
 -------------------------------------------------------------------------------
                  (Name of Registrant as specified in charter)

has  caused  this  notification  to be signed on its  behalf by the  undersigned
thereunto duly authorized.


Date  July 1, 1996         By   \s\ William D. Grab
     -------------------       -------------------------------------------------
                                    William D. Grab, Vice President, Controller,
                                                and Principal Accounting Officer


INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly  authorized  representative.  The name and title of the person
signing  the form  shall  be typed or  printed  beneath  the  signature.  If the
statement is signed on behalf of the registrant by an authorized  representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.

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

                                    ATTENTION

Intentional  misstatements  or omissions  of fact  constitute  Federal  Criminal
Violations (See 18 U.S.C. 1001).

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


                              GENERAL INSTRUCTIONS

     1. This form is required by Rule 12b-25 (17 CFR 240, 12b-25) of the General
Rules and Regulations under the Securities Exchange Act of 1934.

     2.  One  signed  original  and  four  conformed  copies  of this  form  and
amendments  thereto must be completed and filed with the Securities and Exchange
Commission,  Washington,  D.C. 20549, in accordance with Rule 0-3 of the General
Rules and Regulations under the Act. The information  contained in or filed with
the Form will be made a matter of the public record in the Commission files.

     3. A manually signed copy of the form and amendments thereto shall be filed
with each national  securities  exchange on which any class of securities of the
registrant is registered.

     4.  Amendments to the  notifications  must also be filed on Form 12b-25 but
need not restate information that has been correctly  furnished.  The form shall
be clearly identified as an amended notification.

     5.  Electronic  Filers.  This form shall not be used by  electronic  filers
unable to timely file a report  solely due to  electronic  difficulties.  Filers
unable to submit a report within the time period  prescribed due to difficulties
in  electronic  filing  should  comply  with  either  Rule  201 or  Rule  202 of
Regulation  S-T (ss.  232.201 or  ss.203.202  of this  chapter)  or apply for an
adjustment  in  filing  date  pursuant  to Rule  13(b)  or  Regulation  S-T (ss.
232.13(b) of this chapter).

                                      -3-