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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  SCHEDULE 13G


                    Under the Securities Exchange Act of 1934

                              (Amendment No. ___)*


                            DAIN RAUSCHER CORPORATION
                                (Name of Issuer)

                                  COMMON STOCK
                         (Title of Class of Securities)

                                   233856103
                                 (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).

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1  NAMES OF REPORTING PERSONS
   I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)

   Westchester Capital Management, Inc.
   13-3036274

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)


3  SEC USE ONLY


4  CITIZENSHIP OR PLACE OF ORGANIZATION

   New York


                    5  SOLE VOTING POWER
   NUMBER OF
     SHARES            532,400 shares
  BENEFICIALLY
    OWNED BY        6  SHARED VOTING POWER
      EACH
    REPORTING          153,300 shares
     PERSON
      WITH          7  SOLE DISPOSITIVE POWER

                       532,400 shares

                    8  SHARED DISPOSITIVE POWER

                       153,300 shares

9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    685,700 shares

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


11  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

    5.26%

12  TYPE OF REPORTING PERSON (See Instructions)

    IA, CO


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Item 1(a)      NAME OF ISSUER:

               Dain Rauscher Corporation



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

               Dain Rauscher Plaza
               60 South Sixth Street
               Minneapolis, MN 55407-4422


Item 2(a)      NAME OF PERSON FILING:

               Westchester Capital Management, Inc. ("WCM")

Item 2(b)      Address of Principal Business Office, or if none, Residence:

               100 Summit Lake Drive
               Valhalla, New York  10595

Item 2(c)      CITIZENSHIP:

               New York

Item 2(d)      TITLE OF CLASS OF SECURITIES:

               Common Stock

Item 2(e)      CUSIP NUMBER:

               233856103

Item 3         WCM is an investment adviser registered under Section 203 of
               the Investment Advisers Act of 1940.

Item 4         OWNERSHIP:

               (a)  Amount beneficially owned:

               See Item 9 of the cover pages attached hereto.

               (b)  Percent of Class:

               See Item 11 of the cover pages attached hereto.

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

               See Items 5 through 8 of the cover pages attached
               hereto. WCM may be deemed to beneficially own shares
               held by Green & Smith Investment Management L.L.C.
               ("Green & Smith"), an entity which has common
               ownership with WCM. Shares reported as "shared" are
               held by Green & Smith.

Item 5         OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:

               Not applicable.

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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:

               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 purposes or effect.

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                                   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.


                                             February 1, 2001

                                             /s/ Frederick W. Green
                                             -------------------------------
                                             Frederick W. Green
                                             President