UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549


                                SCHEDULE 13G


                   Under the Securities Exchange Act of 1934

                              (Amendment No. 1)*

                             Farrel Corporation
- ------------------------------------------------------------------------------
                              (Name of Issuer)

                        Common Stock, $0.01 par value
- ------------------------------------------------------------------------------
                       (Title of Class of Securities)

                               311-667-109
                      -------------------------------
                             (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






CUSIP No. 311-667-109              13G                    PAGE 2 of 5 Pages

1   NAME OF REPORTING PERSON
    S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON

    Alberto Shaio

2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                                   (a) [  ]
    Not applicable                                                 (b) [  ]

3   SEC USE ONLY



4   CITIZENSHIP OR PLACE OF ORGANIZATION

    Great Britain


                  5    SOLE VOTING POWER

NUMBER OF              297,581
SHARES
BENEFICIALLY
OWNED BY          6    SHARED VOTING POWER
EACH    
REPORTING              0
PERSON
WITH              7    SOLE DISPOSITIVE POWER

                       297,581


                  8    SHARED DISPOSITIVE POWER

                       0


9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    297,581

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

    Not applicable

11  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

    4.9%

12  TYPE OF REPORTING PERSON*

    IN

                *SEE INSTRUCTION BEFORE FILLING OUT!




                                                           Page 3 of 5



Item 1(a)  NAME OF THE ISSUER:

           Farrel Corporation

Item 1(b)  ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

           25 Main Street, Ansonia, Connecticut  06401

Item 2(a)  NAME OF PERSON FILING:

           Alberto Shaio

Item 2(b)  ADDRESS OF PRINCIPAL BUSINESS OFFICE:

           25 Main Street, Ansonia, Connecticut  06401

Item 2(c)  CITIZENSHIP:

           Great Britain

Item 2(d)  TITLE OF CLASS OF SECURITIES:

           Common Stock, par value $.01

Item 2(e)  CUSIP NUMBER:

           311-667-109

Item 3     Not Applicable

Item 4     OWNERSHIP AS OF DECEMBER 31, 1994:
           (a)  Amount Beneficially Owned                             297,581
           (b)  Percent of Class                                         4.9%





                                                                 Page 4 of 5


           (c)  Number of Shares as to which such person has:
                  (i)  sole power to vote or direct the vote:         297,581
                 (ii)  shared power to vote or direct the vote:          -0-
                (iii)  sole power to dispose of or to direct
                       the disposition of:                            297,581
                 (iv)  shared power to dispose of or to direct
                       the disposition of:                               -0-

Item 5     Ownership of Five Percent or Less
           of a Class:

           If this statement is being filed to report the
           fact that as of the date hereof the reporting
           person has ceased to be the beneficial
           owner of more than five percent of the class
           of securities, check the following [ X ].

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

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 5 of 5


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 12, 1997


    /s/ Alberto Shaio
- ------------------------------
Signature:  Alberto Shaio