UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.___)
Big Sky Transportation Co.
(Name of Issuer)
1996 Series Common Stock
(Title of Class of Securities)
089539 20 9
(CUSIP Number)
Kim B. Champney, President, 1601 Aviation Place,
Billings, MT 59105, (406) 245-9449
(Name, address and telephone number of person authorized
to receive notices and communications)
September 28, 1998
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1 (b) (3) or
(4), check the following box. [ ]
<PAGE>
SCHEDULE 13D
CUSIP NO. 089539 20 9
1. Jon Marchi, ss# ###-##-####
2. N/A
3. SEC Use Only
4. OO
5.
6. Montana, USA
7. 61,084
8. 0
9. 61,084
10. 0
11. 61,084
12.
13. 5.2%
14. IN
<PAGE>
SCHEDULE 13D
Item 1. Securities and Issuer
Big Sky Transportation Co. ("Big Sky") is a small commuter air
carrier, which operates passenger, freight and air carrier
service in Montana. Big Sky's headquarters and air service
"hub" is in Billings Montana. The Company transports
passengers and freight to cities and town throughout Montana.
The issuer's name is Big Sky Transportation Co. Its address
is 1601 Aviation Place, Billings, MT 59105.
Item 2. Identity and Background
The reporting person, Jon Marchi, is a citizen of Montana.
Mr. Marchi resides at 7783 Valley View Road, Polson MT 59860.
Mr. Marchi's principal occupation is ranching.
Mr. Marchi has not been convicted in a criminal proceeding
during the last five years.
Mr. Marchi is presently involved in dissolution of marriage
proceedings. Mr. Marchi has not otherwise been a party to any
civil proceeding of a judicial or administrative body of
competent jurisdiction, nor has he been over the past five
years.
Item 3. Source and Amount of Funds or Other Consideration
See Item 4 below.
Item 4. Purpose of Transaction
Mr Marchi now owns a total of 61,084 shares of Big Sky's 1996
Series Common Stock as a result of numerous acquisitions over
the past several years, beginning in 1979. The most recent
acquisition was 2,000 shares acquired on July 28, 1998, at the
price of $1.375/share, through exercise of stock options
through his Individual Retirement Account. This transaction
was reported on SEC Form 4, dated August 16, 1998.
In September 1998, Big Sky completed its Plan of
Reorganization by which the number of its outstanding shares
was reduced by means of a reverse stock split (ratio 5:1).
Through the Plan of Reorganization, certain fractional shares
and small-lot shares were eliminated through cash redemption.
The total number of shares outstanding based upon Big Sky's
most recent report dated September 23, 1998, from its transfer
agent, shows 1,084,160 shares of 1996 Series Common Stock
outstanding. As a result of the reduction in the number of
outstanding shares, Mr. Marchi's ownership of Big Sky's Common
Stock now exceeds 5%. Mr. Marchi's percentage ownership was
also confirmed in Big Sky's recently concluded audit.
Item 5. Interest in Securities of the Issuer
As of September 23, 1998, Big Sky had 1,084,160 shares of 1996
Series Common Stock outstanding. As a result of the
completion of the Plan of Reorganization and Mr. Marchi's
stock ownership, the aggregate number and percentage of shares
of Big Sky 1996 Series Common Stock owned by Mr. Marchi are as
follows:
Number of Shares Percentage of Class
61,084 5.2%
Mr. Marchi's shares are either directly owned (21,264 shares)
or indirectly owned through his Individual Retirement Account
(39,820 shares). Mr. Marchi has the power to vote and dispose
of these shares.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer
Mr. Marchi is a Director of Big Sky and is Chairman of its
Board. Mr Marchi is entitled to the award of certain stock
options (up to 2,000 shares of 1996 Series Common Stock per
year) under Big Sky's Directors' Composition, Meeting, and
Compensation Plan. Mr. Marchi has no unexercised stock
options of Big Sky as of this date.
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.
Date: October 6, 1998
Signature: /s/ Jon Marchi
Title: Reporting Person
