SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   -----------

                                  SCHEDULE 13G
                                 (Rule 13d-102)

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

                              (Amendment No. 1)(1)

                       The Westinghouse Air Brake Company
         -------------------------------------------------------------
                                (Name of Issuer)

                                  Common Stock
         -------------------------------------------------------------
                         (Title of Class of Securities)

                                    960386100
         -------------------------------------------------------------
                                 (CUSIP Number)

                                December 31, 1998
         -------------------------------------------------------------
             (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)



- --------

     (1) 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 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 Pages






- ----------------------------------                   ---------------------------
|CUSIP NO. 960386100             |       13G        |   Page  2   of  5 Pages  |
|          -----------           |                  |        ---     ---       |
- ----------------------------------                   ---------------------------

|--------|---------------------------------------------------------------------|
|   1    |  NAME OF REPORTING PERSON                                           |
|        |  S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                  |
|        |                                                                     |
|        |     Charlesbank Capital Partners, LLC                               |
|--------|---------------------------------------------------------------------|
|   2    |  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) [ ]  |
|        |                                                            (b) [ ]  |
|        |                                                                     |
|--------|---------------------------------------------------------------------|
|   3    |  SEC USE ONLY                                                       |
|        |                                                                     |
|--------|---------------------------------------------------------------------|
|   4    |  CITIZENSHIP OR PLACE OF ORGANIZATION                               |
|        |                                                                     |
|        |     Massachusetts                                                   |
|-----------------|--------|---------------------------------------------------|
|                 |   5    |  SOLE VOTING POWER                                |
|                 |        |     2,401,000 shares                              |
|     NUMBER OF   |--------|---------------------------------------------------|
|      SHARES     |   6    |  SHARED VOTING POWER                              |
|   BENEFICIALLY  |        |     ---                                           |
|     OWNED BY    |--------|---------------------------------------------------|
|       EACH      |   7    |  SOLE DISPOSITIVE POWER                           |
|    REPORTING    |        |     2,401,000 shares                              |
|      PERSON     |--------|---------------------------------------------------|
|       WITH      |   8    |  SHARED DISPOSITIVE POWER                         |
|                 |        |     ---                                           |
|------------------------------------------------------------------------------|
|   9    |  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON       |
|        |                                                                     |
|        |     2,401,000 shares                                                |
|--------|---------------------------------------------------------------------|
|  10    |  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN  [ ] |
|        |  SHARES*                                                            |
|        |                                                                     |
|--------|---------------------------------------------------------------------|
|  11    |  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)                  |
|        |     7.1%                                                            |
|--------|---------------------------------------------------------------------|
|  12    |  TYPE OF REPORTING PERSON*                                          |
|        |     00                                                              |
- --------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!



                               Page 2 of 5 Pages






                                  SCHEDULE 13G
                                  ------------


Item   1(a)    Name of Issuer:
                         The Westinghouse Air Brake Company

       1(b)    Address of Issuer's Principal Executive Offices:
                         1001 Air Brake Avenue
                         Wilmerding, PA  15148

Item   2(a)    Name of Person Filing:
                         Charlesbank Capital Partners, LLC

       2(b)    Address of Principal Business Office or, if none, Residence:
                         600 Atlantic Avenue, 26th Floor
                         Boston, MA  02210

       2(c)    Citizenship:
                          Massachusetts

       2(d)    Title of Class of Securities:
                         Common Stock

       2(e)    CUSIP Number:
                         960386100

Item   3       This statement is filed pursuant to Rule 13d-1(c).

Item   4       Ownership:

       4(a)    Amount beneficially owned:
                         2,401,000 shares

       4(b)    Percent of Class:
                         7.1%

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

               (i)  sole power to vote or to direct the vote:
                         2,401,000 shares


                                Page 3 of 5 Pages






               (ii) shared power to vote or to direct the vote:
                                    ---------

               (iii)  sole power to dispose or to direct the disposition of:
                                    2,401,000 shares

               (iv) shared power to dispose or to direct the disposition of:
                                    --------

Item 5         Ownership of Five Percent or Less of a Class:
                    Not Applicable.

Item 6         Ownership of More than Five Percent on Behalf of Another Person:

                    Beneficial ownership of the securities was acquired by
                    Charlesbank Capital Partners, LLC ("Charlesbank") pursuant
                    to the Existing Assets Management Agreement, dated as of
                    July 1, 1998, between Charlesbank, President and Fellows of
                    Harvard College ("Harvard") and certain individuals (the
                    "Agreement"). Pursuant to the Agreement, Charlesbank will
                    act as an investment manager on behalf of Harvard and its
                    affiliates in connection with certain existing investments
                    of Harvard and its affiliates, including the investment in
                    the Issuer disclosed herein.

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 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.


                                Page 4 of 5 Pages





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



                                       CHARLESBANK CAPITAL PARTNERS, LLC

                                       By: /s/ Tami E. Nason
                                           ------------------------------------
                                           Name:  Tami E. Nason
                                           Title: Vice President, Legal

February 12, 1999

                                Page 5 of 5 Pages