TRACINDA CORP
SC 14D1/A, 1995-08-02
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                SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549
                        _________________

                          SCHEDULE 14D-1
     TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
            OF THE SECURITIES EXCHANGE ACT OF 1934
                AND AMENDMENT TO SCHEDULE 13D 
          UNDER THE SECURITIES EXCHANGE ACT  OF 1934

                        (AMENDMENT NO. 6*)

                        _________________

                      CHRYSLER CORPORATION
                    (Name of Subject Company)
                      TRACINDA Corporation
                             (Bidder)
                        _________________
                 COMMON STOCK, $1.00 PAR VALUE
                 (Title of Class of Securities)

                          171196 10 8
                 (CUSIP Number of Common Stock)

                      ANTHONY L. MANDEKIC
                     TRACINDA CORPORATION
                        4835 KOVAL LANE
                      LAS VEGAS, NV  89109
                        (702)  737-8060

 (Names, Address and Telephone Numbers of Persons Authorized
  to Receive Notices and Communications on Behalf of Bidder)

                             COPIES TO:
       Stephen Fraidin, Esq.            Stephen Silbert, Esq.
       Fried, Frank, Harris,             Christensen, White, 
        Shriver & Jacobson              Miller, Fink & Jacobs
        One New York Plaza            2121 Avenue of the Stars
        New York, NY 10004                Eighteenth Floor
         (212) 859-8000                Los Angeles, CA  90067
                                          (310) 553-3000

*  Constituting the final amendment to Schedule 14D-1.
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<PAGE>


     Pursuant to Instruction D to Schedule 14D-1, this final Amendment 
No. 6 amends and supplements the Tender Offer Statement on Schedule 14D-
1 (the "Schedule 14D-1") filed on June 26, 1995, relating to a tender 
offer by Tracinda Corporation, a Nevada corporation (the "Offeror"), to 
purchase up to 14,000,000 shares of common stock, par value $1.00 per 
share (including the associated Preferred Stock Purchase Rights) of 
Chrysler Corporation, a Delaware corporation (the "Company"), at a 
purchase price of $50.00 per Share, net to the seller in cash (the 
"Offer").   The Offer terminated at 12:00 midnight, New York City time, 
on Tuesday, July 25, 1995. 

ITEM 6.   INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

     The information set forth in the press release attached as
Exhibit (a) (20) is incorporated herein by this reference.

ITEM 10.   ADDITIONAL INFORMATION.

(f)   The information set forth in Exhibit (a) (20) is incorporated 
herein by this reference.

ITEM 11.   MATERIAL TO BE FILED AS EXHIBITS.

Item 11 is hereby amended by adding thereto the following exhibit:

   (a)(20)     -   Press Release issued by Offeror on August 2, 1995.


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<PAGE>

                              SIGNATURE

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

Dated:  August 2, 1995


                                       TRACINDA CORPORATION
                                       By:  /s/ Anthony L. Mandekic
                                            __________________
                                            Name:   Anthony L. Mandekic
                                            Title:   Secretary/Treasurer




                                           /s/ Kirk Kerkorian
                                           _____________________
                                           Kirk Kerkorian


3
<PAGE>


                             EXHIBIT INDEX

     Exhibit                      Description

     (a)(20)       -   Press Release issued by Offeror on August 2, 
1995.





4




                         FOR IMMEDIATE RELEASE

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

          TRACINDA CLOSES ITS TENDER OFFER FOR 14 MILLION
                  CHRYSLER SHARES AT $50.00 PER SHARE
________________________________________________________________________



     LAS VEGAS, NV, August 2, 1995 -- Tracinda Corporation announced 
today that 58,382,901 shares of Chrysler Corporation (NYSE:C) common 
stock were validly tendered and not withdrawn pursuant to Tracinda's 
tender offer, resulting in a proration factor of 23.98214%.  Tracinda's 
$50.00 per share cash tender offer for 14 million shares of Chrysler 
common stock expired at 12:00 midnight, New York City time, on Tuesday, 
July 25, 1995.  

     Tracinda will commence payment for 14 million Chrysler shares on 
August 3, 1995.  The other 44,382,901 Chrysler shares tendered will be 
returned to shareholders.

     "Successfully completing our tender offer increases our Chrysler 
investment to 50 million shares.  As Chrysler's largest shareholder for 
nearly five years, Tracinda continues to believe Chrysler is a good 
investment, and we remain committed to enhancing value for all Chrysler 
shareholders," said Stephen D. Silbert, a Tracinda representative.





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