SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G
                                (RULE 13d - 102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b)

                               (Amendment No. 2)*

China Yuchai International Limited
(Name of Issuer)

Common Stock
(Title of Class of Securities)

G21082105
(CUSIP Number)

Michael Katz, Esq., 2 American Lane,  Greenwich,  Connecticut  06836-2571,  Tel:
(203) 862-8000
Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)

December 31, 1999
(Date of Event which Requires Filing of this Statement)

Check the  appropriate box to designate the rule pursuant to which this Schedule
is filed:

[ ]      Rule 13d-1(b)
[x]      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
disclosures provided in a prior cover page.

The information required on 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).

                       (Continued on the Following Pages)
                               (Page 1 of 7 Pages)









1.       NAMES OF REPORTING PERSONS
         I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                  Cathay Investment Fund Limited

2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

         (a)      [x]
         (b)      [ ]

3.       SEC USE ONLY

4.       CITIZENSHIP OR PLACE OF ORGANIZATION

                  Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5.       SOLE VOTING POWER

                  4,600,000

6.       SHARED VOTING POWER

                  0

7.       SOLE DISPOSITIVE POWER

                  4,600,000

8.       SHARED DISPOSITIVE POWER

                  0

9.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                  4,600,000

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

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

                  13.02%

12.      TYPE OF REPORTING PERSON*

                  CO

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!







1.       NAMES OF REPORTING PERSONS
         I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

                  Paloma Partners L.L.C.

2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

         (a)      [x]
         (b)      [ ]

3.       SEC USE ONLY

4.       CITIZENSHIP OR PLACE OF ORGANIZATION

                  Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

5.       SOLE VOTING POWER

                  1,220,200

6.       SHARED VOTING POWER

                  0

7.       SOLE DISPOSITIVE POWER

                  1,220,200

8.       SHARED DISPOSITIVE POWER

                  0

9.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                  1,220,200

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

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

                  3.45%

12.      TYPE OF REPORTING PERSON*

                  OO

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!





1.       NAMES OF REPORTING PERSONS
         I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
                  S. Donald Sussman

2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

         (a)      [x]
         (b)      [ ]

3.       SEC USE ONLY

4.       CITIZENSHIP OR PLACE OF ORGANIZATION

                  United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.       SOLE VOTING POWER

                  5,820,200

6.       SHARED VOTING POWER

                  0

7.       SOLE DISPOSITIVE POWER

                  5,820,200

8.       SHARED DISPOSITIVE POWER

                  0

9.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                  5,820,200

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

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

                  16.47%

12.      TYPE OF REPORTING PERSON*

                  IN

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!







         This statement is filed with respect to the shares of common stock (the
"Common   Stock")  of  China  Yuchai   International   Limited  (the   "Issuer")
beneficially  owned by the Reporting Persons specified herein as of December 31,
1999 and amends and  supplements  the Schedule 13G dated  February 13, 1995,  as
amended on May 10, 1999  (together,  the  "Schedule  13G").  Except as set forth
herein, the Schedule 13G, as previously amended, is unmodified.

Item 4.   Ownership.

          Provide the following  information  regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.

          (a)  Amount beneficially owned:

               The Reporting Persons  beneficially own an aggregate of 5,820,200
               shares of Common Stock

          (b)      Percent of class:

                   Cathay's aggregate  beneficial  ownership of 4,600,000 shares
                   of Common Stock constitutes  13.02% of all of the outstanding
                   shares  of  Common  Stock.   Paloma's  aggregate   beneficial
                   ownership  of 1,220,200  shares of Common  Stock  constitutes
                   3.45% of all of the outstanding  shares of Common Stock.  Mr.
                   Sussman's aggregate  beneficial ownership of 5,820,200 shares
                   of Common Stock constitutes  16.47% of all of the outstanding
                   shares of Common Stock.

                   Together,  the Reporting Persons have beneficial ownership of
                   16.47% of all of the outstanding shares of Common Stock.

          (c) Number of shares as to which such person has:

                   (i)  Sole power to vote or to direct the vote

                        Cathay  has the sole power to vote or direct the vote of
                        4,600,000  shares of Common  Stock.  Paloma has the sole
                        power to vote or direct the vote of 1,220,200  shares of
                        Common Stock.  Mr. Sussman has the sole power to vote or
                        direct the vote of 5,820,200 shares of Common Stock.

                   (ii) Shared power to vote or to direct the vote

                        Not applicable.

                   (iii) Sole power to dispose or to direct the disposition of






                        Cathay  has the sole  power to  dispose  or  direct  the
                        disposition of 4,600,000 shares of Common Stock.  Paloma
                        has the sole power to dispose or direct the  disposition
                        of 1,220,200 shares of Common Stock. Mr. Sussman has the
                        sole  power to  dispose  or direct  the  disposition  of
                        5,820,200 shares of Common Stock.

                   (iv) Shared power to dispose or to direct the disposition of

                        Not applicable.

Item 7.  Identification and Classification of the Subsidiary Which Acquired
         the Security Being Reported on by the Parent Holding Company.

         Paloma  owns  951,400  of  its  shares  of  Common  Stock  through  its
         subsidiary   Golden  Mountain   Partners  L.L.C.,  a  Delaware  limited
         liability  company,  and owns  268,800  of its  shares of Common  Stock
         through its subsidiary  Sunrise  Partners  L.L.C.,  a Delaware  limited
         liability company.

Item 10.  Certification.

         By signing  below the  undersigned  certifies  that, to the best of its
         knowledge  and  belief,  the  securities  referred  to  above  were not
         acquired  and are not held for the  purpose  of or with the  effect  of
         changing or influencing the control of the issuer of the securities and
         were  not  acquired  and  are  not  held  in  connection  with  or as a
         participant in any transaction having that purpose or effect.







                                    SIGNATURE

          After reasonable  inquiry and to the best of its knowledge and belief,
each of the undersigned  certifies that the  information  with respect to it set
forth in this statement is true, complete, and correct.


Dated:             February 14, 2000


                   CATHAY INVESTMENT FUND LIMITED


                        By: /s/ Paul Wolansky
                                 Paul Wolansky,
                                    Director

                   PALOMA PARTNERS L.L.C.
                        By: Paloma Partners Company L.L.C.
                                 Managing Member


                        By: /s/ Michael J. Berner
                                    Michael J. Berner,
                                    Vice President



                                       /s/ S. Donald Sussman
                                S. Donald Sussman