United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Name of Issuer - XTRA Corp.
Title or Class of Securities - Common Stock
CUSIP Number - 984138107
Check the following box if a fee is being paid with this
statement [ ].
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Cusip No. 984138107
Page 2 of 6 Pages
1. Name of Reporting Person (S.S. or I.R.S. Identification No. of above
person)
American Century Investment Management, Inc. - 44-0640487
2. Check the appropriate box if a member of a group* - N/A
3. SEC Use Only
4. Citizenship or place of organization
Delaware
5. Sole voting power
832,700
6. Shared voting power
0
7. Sole dispositive power
832,700
8. Shared dispositive power
0
9. Aggregate amount beneficially owned by each reporting person
832,700
10. Check box if the aggregate amount in Row (9) excludes certain shares
N/A
11. Percent of class represented by amount in Row 9
5.4%
12. Type of reporting person*
IA
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SCHEDULE 13G
Item 1(a). NAME OF ISSUER
XTRA Corp.
Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
60 State Street
C/O X L Co. Inc.
Boston, MA 02109
Item 2(a). NAME OF PERSONS FILING
American Century Investment Management, Inc.
Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
4500 Main Street
P.O. Box 418210
Kansas City, MO 64141-9210
Attn: David H. Reinmiller
Item 2(c). CITIZENSHIP
Delaware
Item 2(d). TITLE OF CLASS OF SECURITIES
Common Stock
Item 2(e). CUSIP NO.
984138107
Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b),
CHECK WHETHER THE PERSON FILING IS A
(g) [ X ] Registered Investment Adviser, in accordance with
Rule 13d-1(b)(ii)(E) (Note: See Item 7).
Item 4. OWNERSHIP
(a) Aggregate amount beneficially owned:
832,700
(b) Percent of class:
5.4%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
832,700
(ii) shared power to vote or to direct the vote:
0
(iii)sole power to dispose or to direct the disposition of:
832,700
(iv) shared power to dispose or to direct the disposition of:
0
Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [ ].
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
American Century Investment Management, Inc. ("ACIM"), a registered
investment adviser, manages, pursuant to management agreements, the investments
of thirteen registered investment companies, American Century Mutual Funds,
Inc., American Century World Mutual Funds, Inc., American Century Capital
Portfolios, Inc., American Century Variable Portfolios, Inc., American Century
Premium Reserves, Inc., American Century Strategic Asset Allocations, Inc.,
American Century Municipal Trust, American Century Quantitative Equity Funds,
Inc., American Century International Bond Funds, Inc., American Century
Investment Trust, American Century Government Income Trust, American Century
Target Maturities Trust, and American Century California Tax-Free and Municipal
Funds, Inc., and manages, pursuant to sub-advisory agreements, the investments
of two registered investment companies, American Skandia Trust and American
Skandia Advisor Funds, Inc. ACIM also manages the assets of institutional
investor accounts. The securities that are the subject of this report are owned
by and held for such investment companies and separate institutional investor
accounts. Any dividends received from such securities, or the proceeds of any
sale of such securities, are for the benefit of, and are held for such
investment companies and separate institutional investor accounts.
Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
N/A
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
N/A
Item 9. NOTICE OF DISSOLUTION OF GROUP
N/A
Item 10. CERTIFICATION
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purpose or effect.
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.
February 10, 1999 AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.
Date
By: /s/David C. Tucker
David C. Tucker
Senior Vice President
and General Counsel
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EXHIBIT A
Rule 13d-1(f)(1)(iii) Agreement
Each of the undersigned hereby agrees and consents to the execution and
joint filing on its behalf by American Century Investment Management, Inc. of
this Schedule 13G respecting the beneficial ownership of the securities which
are the subject of this schedule at December 31, 1998.
Dated this 10th day of February, 1999.
American Century Investment Management, Inc.
By: /s/David C. Tucker
David C. Tucker
Senior Vice President
and General Counsel
