SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934

                           Tranz Rail Holdings Limited
                                (Name of Issuer)

                           American Depository Shares
                         (Title and Class of Securities)

                                     894116102
                                 (CUSIP Number)






(1)  Names of  Reporting  Persons  S.S. or I.R.S.  Identification  Nos. of Above
     Persons

          Berkshire Fund III, A Limited Partnership

(2)  Check the Appropriate Box if a Member of a Group

     (a)  ___.

     (b)  _X_.

(3)  SEC Use Only

(4)  Citizenship or Place of Organization

         Massachusetts

Number of           (5)  Sole Voting Power -0-
Shares
Beneficially        (6)  Shared Voting Power - 4,277,302
Owned by Each
Reporting           (7)  Sole Dispositive Power -0-
Person With
                    (8)  Shared Dispositive Power - 4,277,302 

(9)  Aggregate Amount Beneficially Owned by Each Reporting Person - 4,277,302

(10) Check if Aggregate Amount in Row (9) Excludes Certain Shares __________.

(11) Percent of Class Represented by Amount in Row 9 - 3.4%

(12) Type of Reporting Person

         PN


Item 1(a). Name of Issuer:

         Tranz Rail Holdings Limited

Item 1(b). Address of Issuer's Principal Executive Offices:

         Wellington Railway Station
         Bunny Street
         Wellington, New Zealand

Item 2(a). Name of Person Filing:

         See Item (1) of the cover pages

Item 2(b). Address of Principal Business Office:

         c/o Berkshire Partners
         One Boston Place
         Boston, MA 02108

Item 2(c). Citizenship:

         See item (4) of cover pages

Item 2(d). Title of Class of Securities:

         American Depository Shares

Item 2(e). CUSIP Number:

         894116102

Item 3.    Nature of Person Filing:

         Not applicable


Item 4.    Ownership:

  (a)  Amount Beneficially Owned: See item (9) of cover pages

          (b)  Percent of Class:

               See  item (11) of cover pages

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

            (i)  sole power to vote or to direct the vote:
                   See item (5) of cover pages
           (ii)  shared power to vote or to direct the vote:
                   See item (6) of cover pages
          (iii)  sole power to dispose or to direct the disposition of:
                   See item (7) of cover pages
           (iv)  shared power to dispose or to direct the disposition of:
                   See item (8) of cover pages
 

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

         If this statement is being filed to report that as of the date hereof
         the reporting person has ceased to be the beneficial owner of more 
         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.


                                    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.

                                 BERKSHIRE FUND III, A Limited Partnership

                                 By: THIRD BERKSHIRE ASSOCIATES LIMITED PARTNER
                                     its general partner


                                 By: /s/Carl Ferenbach
                                     Name:  Carl Ferenbach
                                     Title: General Partner