FORM 8-A/A
                                 Amendment No. 2
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

                     PURSUANT TO SECTION 12(b) OR (g) OF THE

                         SECURITIES EXCHANGE ACT OF 1934

                               MK RAIL CORPORATION
             (Exact name of registrant as specified in its charter)

               Delaware                               82-0461010
               --------                               ----------
 (State of Incorporation or Organization)  (I.R.S. Employer Identification No.)

         1200 Reedsdale Street
             Pittsburgh, PA                                15233
             --------------                                -----
 (Address of principal executive offices)                (Zip Code)

Securities to be registered pursuant to Section 12(g) of the Act:  None

Securities to be registered pursuant to Section 12(g) of the Act:


  Title of each class                Name of each exchange on which
  to be so registered                each class is to be registered
  -------------------                ------------------------------

 Share Purchase Rights                            None


















         This  Amendment  No. 2 on Form 8-A/A amends the Form 8-A filed with the
Securities and Exchanges Commission (the "Commission") by MK RAIL CORPORATION, a
Delaware  corporation  (the  "Company"),  on January 26, 1996, as amended by the
amendment  on Form 8- A/A filed  with the  Commission  on April 25,  1996,  with
respect to the Company's Share Purchase Rights under the Rights  Agreement dated
January 19, 1996.

Item 1.           Description of Securities to be Registered

         Item 1 is  hereby  amended  and  supplemented  by  adding  thereto  the
following:

         On June 17, 1996,  the Board of  Directors of the Company  approved the
execution  and delivery of a Second  Amendment  dated as of June 20, 1996 to the
Rights  Agreement  dated as of January 19, 1996, as amended as of April 5, 1996,
between the Company and Chase  Mellon  Shareholder  Services,  L.L.C.  (formerly
known as Chemical  Mellon  Shareholder  Services  L.L.C.),  as Rights Agent (the
"Second  Amendment").  A copy of the  Second  Amendment  is  attached  hereto as
Exhibit 3 and is incorporated by reference herein.

Item 2.           Exhibits.

         The Exhibit Index appearing on page 4 hereof is incorporated  herein by
reference.








                                    SIGNATURE

         Pursuant to the  requirements of Section 12 of the Securities  Exchange
Act, of 1934,  the registrant has duly caused this amendment to be signed on its
behalf by the undersigned, thereunto duly authorized.

Dated:  July 3, 1996

                             MK RAIL CORPORATION


                             By:      /s/ William D. Grab
                                      ---------------------
                             Name:  William D. Grab
                             Title:    Vice President, Controller and
                                         Principal Accounting Officer






                                  EXHIBIT INDEX


Exhibit No.               Description                                     Page
    1.               Rights Agreement dated as of January 19,               *
                     1996 between MK Rail Corporation and
                     Chemical Mellon Shareholder Services,
                     L.L.C., as Rights Agent
    2.               Amendment to Rights Agreement dated as of              **
                     April 5, 1996 between MK Rail Corporation
                     and Chemical Mellon Shareholder Services,
                     L.L.C., as Rights Agent
    3.               Second Amendment to Rights Agreement                   5
                     dated as of June 20, 1996 between MK Rail
                     Corporation and Chase Mellon Shareholder
                     Services, L.L.C. (formerly known as
                     Chemical Mellon Shareholder Services
                     L.L.C.) as Rights Agent


*   Included as Exhibit 1 to  Registration  Statement on Form 8-A dated  January
    25,  1996 filed by MK Rail  Corporation;  such  Exhibit is  incorporated  by
    reference herein.

**   Included  as Exhibit 2 to Form 8-A/A  Amendment  No. 1 dated April 24, 1996
     filed by MK Rail  Corporation;  such Exhibit is  incorporated  by reference
     herein.