TRACINDA CORP
SC 13D/A, 1995-06-01
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

                                  SCHEDULE 13D

                    UNDER THE SECURITIES EXCHANGE ACT OF 1934
                               (AMENDMENT NO. 15)*


                              Chrysler Corporation
- --------------------------------------------------------------------------------
                                (Name of Issuer)


                          Common Stock, $1.00 par value
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)


                                   171196 10 8
                           ---------------------------
                                 (CUSIP Number)


                              Stephen Fraidin, P.C.
                    Fried, Frank, Harris, Shriver & Jacobson
                               One New York Plaza
                            New York, New York  10004
                                 (212) 859-8140
- --------------------------------------------------------------------------------
      (Name, Address, and Telephone Number of Person Authorized to Receive
                           Notices and Communications)


                                  May 31, 1995
                           ---------------------------
             (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
statement because of Rule 13d-1(b)(3) or (4), check the following box / /.

Check the following box if a fee is being paid with the statement / /.  (A fee
is not required only if the reporting person:  (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)

NOTE:  Six copies of this statement, including all exhibits, should be filed
with the Commission.  See Rule 13d-1(a) for other parties to whom copies are to
be sent.

*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 ("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>

     This Amendment No. 15 amends and supplements the Statement on Schedule 13D
(the "Schedule 13D") filed on behalf of Kirk Kerkorian, Tracinda Corporation
("Tracinda"), a Nevada corporation wholly owned by Mr. Kerkorian, and Lee
Iacocca (Mr. Kerkorian, Tracinda, and Mr. Iacocca are collectively referred to
hereinafter as the "Filing Persons"), relating to the common stock, par value
$1.00 per share, of Chrysler Corporation, a Delaware corporation (the
"Company").  A copy of the Joint Filing Agreement among the Filing Persons was
previously filed as an Exhibit to the Schedule 13D.  Capitalized terms used and
not defined in this Amendment have the meanings set forth in the Schedule 13D.

     The purpose of this Amendment No. 15 is to amend and restate in its
entirety Amendment No. 14 to the Schedule 13D, which was filed on May 31, 1995.
The press release, a copy of which is filed as an exhibit to this
Amendment No. 15, was listed as an exhibit to Amendment No. 14, but was
inadvertently omitted from that filing.

     1.   Item 4 of the Schedule 13D, "Purpose of Transaction," and Item 6 of
the Schedule 13D, "Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer," are hereby amended and supplemented to add
the following:
                                   *    *    *

          On May 31, 1995, Tracinda issued a press release, a copy of which is
included as an Exhibit to this Amendment, and which is incorporated herein by
reference.

          Except as expressly amended and supplemented hereby, the text of Item
4 and Item 6 of the Schedule 13D remains in effect without modification.

     2.   Item 7 of the Schedule 13D is hereby amended and supplemented to add
the following:
                                    *   *   *

          Item 7.   MATERIAL TO BE FILED AS AN EXHIBIT.

          Press release issued May 31, 1995.

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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.

                                   TRACINDA CORPORATION


                                   By: /s/  Anthony L. Mandekic
                                       ----------------------------------
                                       Anthony L. Mandekic
                                       Secretary/Treasurer





Dated:  June 1, 1995















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FOR IMMEDIATE RELEASE

Contact: Michael Claes                       George Sard
         Burson Marsteller                   Sard Verbinnen & Co.
         212/614-5236                        212/687-8080


                     TRACINDA WITHDRAWS OFFER FOR CHRYSLER;
                     SAYS ITS CHRYSLER STOCK IS NOT FOR SALE

                         WASSERSTEIN PERELLA RETAINED AS
                          STRATEGIC ADVISOR TO TRACINDA

     LAS VEGAS, NV, MAY 31, 1995 -- Tracinda Corporation announced today that
it is withdrawing its $55 per share offer for Chrysler Corporation and will
evaluate the full range of available options.  Tracinda reiterated that its
Chrysler shares are not for sale and that its goal of maximizing value for all
Chrysler shareholders remains unchanged.

     "We have been Chrysler's largest shareholder for nearly five years and
remain committed to maximizing value for all shareholders while keeping the
company well-managed, conservatively financed and fully competitive in the U.S.
and abroad," said Alex Yemenidjian, an executive at Tracinda.  "Tracinda's
36 million shares of Chrysler stock are not for sale.  Withdrawing our offer
will permit us to take a fresh look at the situation and evaluate our
alternatives."

     Tracinda also announced that it has retained the investment banking firm of
Wasserstein Perella & Co. as a general strategic advisor.  Wasserstein Perella
will provide financial advisory services as to Tracinda's investments and will
assist Tracinda in evaluating alternatives with respect to its stake in
Chrysler.

     "Kirk Kerkorian is a serious long-term investor whose track record speaks
for itself," said Bruce Wasserstein, chairman of Wasserstein Perella.  "We hope
to provide a new perspective and play a constructive role in achieving
Tracinda's objectives."

     Wasserstein Perella & Co. is a leading international investment bank, with
an emphasis on merger and acquisition advisory work, underwriting of equity and
high yield debt securities and asset management services.  Headquartered in
New York, Wasserstein Perella has U.S. offices in Chicago, Dallas and
Los Angeles, and international offices in London, Paris, Frankfurt and Tokyo.
Recently, Wasserstein Perella has advised on advisory transactions in excess of
$14 billion, including acting as the mutually-designated

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appraiser in  conjunction with AT&T's proposed merger with LIN Broadcasting,
advisor to the General Motors Special Hourly Employees' Pension Trust in
connection with the sale of a portion of the Trust's $8 billion holding of GM
Class E common stock and advisor on a series of healthcare transactions for
SmithKline Beecham.


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