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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.: *
Name of Issuer: MK Rail Corp.
Title of Class of Securities: Common Stock, $.01 par value
CUSIP Number: 55305T102
(Name, Address and Telephone Number of Person
Authorized To Receive Notices and Communications)
Richard L. Chilton, Jr., c/o Chilton Investment Partners, L.P.
399 Park Avenue, 28th Floor, New York, NY 10022; (212) 751-3596
(Date of Event which Requires Filing of this Statement)
November 25, 1996
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 [ ].
Check the following line if a fee is being paid with this
statement . (A fee is not required only if the filing 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
class. See Rule 13d-7).
*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 the disclosures provided
in a prior cover page.
The information required in 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).
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CUSIP No. 55305T102
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Richard L. Chilton, Jr. ###-##-####
2. Check the Appropriate Box if a Member of a Group
a.
b.
3. SEC Use Only
4. Source of Funds
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
1,555,702
8. Shared Voting Power:
9. Sole Dispositive Power:
1,555,702
10. Shared Dispositive Power:
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,555,702
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
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13. Percent of Class Represented by Amount in Row (11)
8.9%
14. Type of Reporting Person
IN
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The purpose of this Schedule 13D is to report the ownership of
Richard L. Chilton, Jr. (the "Reporting Person") in the Common
Stock, $.01 par value (the "Shares"), of MK Rail Corp. (the
"Issuer") of 8.9% of the Shares outstanding.
Item 1. Security and Issuer
___________________
The title of the class of equity securities to which
this statement relates is: Common Stock, $.01 par value
in MK Rail Corp.
The name and address of the principal executive and
business office of the Issuer is:
MK Rail Corp.
1200 Reedsdale Street
Pittsburgh, PA 15233
Item 2. Identity and Background
_______________________
This statement is being filed on behalf of Richard
L. Chilton, Jr. Mr. Chilton is the general partner of
Chilton Investments, L.P., a Delaware limited
partnership that serves as the general partner of
Chilton Investment Partners, L.P., a Delaware limited
partnership. He is also the general partner of Olympic
Equity Partners, L.P., a Delaware limited partnership
which serves as general partner of Chilton Opportunity
Trust, L.P., a Delaware limited partnership (Chilton
Investment Partners, L.P. and Chilton Opportunity Trust,
L.P. are collectively referred to herein as the
"Partnerships"). Olympic Equity Partners, L.P. also
serves as the investment adviser to Chilton
International (BVI) Ltd. and Chilton Natural Resources
(BVI) Ltd., both British Virgin Islands corporations,
and advises several managed accounts (the corporations
and accounts together, the "managed accounts").
The Reporting Person has not, during the last five
years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
The Reporting Person has not, during the last five
years, been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction which
resulted in a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws
or finding any violations with respect to such laws.
Mr. Chilton is a citizen of the United States of
America.
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Item 3. Source and Amount of Funds or Other Consideration
_________________________________________________
As of the date hereof, the Reporting Person is deemed to
beneficially own 1,555,702 Shares. All 1,555,702 Shares
are held by the Partnerships or by managed accounts over
which the Reporting Person has investment discretion.
The Shares were purchased in open market transactions at
an aggregate cost of $11,817,010. The funds for the
purchase of the Shares held in the Partnerships and the
managed accounts over which the Reporting Person has
investment discretion have come from the Partnerships'
working capital or each account's own funds or from
margin loans entered into in the ordinary course of
business.
Item 4. Purpose of Transactions
_______________________
The Shares beneficially owned by the Reporting Person
were acquired for, and are being held for, investment
purposes. The Reporting Person has no plan or proposal
which relates to, or would result in, any of the actions
enumerated in Item 4 of the instructions to
Schedule 13D.
Item 5. Interest in Securities of Issuer
________________________________
As of the date hereof, the Reporting Person is deemed to
be the beneficial owner of 1,555,702 Shares. Based on
information received from the Issuer, there are believed
to be 17.56 million Shares outstanding. Therefore, the
Reporting Person is deemed to beneficially own 8.9% of
the outstanding Shares. The Reporting Person has the
power to vote, direct the vote, dispose of or direct the
disposition of all the Shares that he is deemed to
beneficially own. All transactions in the Shares
effected by the Reporting Person during the past sixty
days were effected in open-market transactions and are
set forth in Exhibit A hereto.
Item 6. Contracts, Arrangements, Understandings or Relation-
ships with Respect to Securities of the Issuer
____________________________________________________
The Reporting Person does not have any contract,
arrangement, understanding or relationship with any
person with respect to the Shares.
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Item 7. Material to be Filed as Exhibits
________________________________
A description of the transactions in the Shares that
were effected by the Reporting Person during the past
60 days is filed herewith as Exhibit A.
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Signature
The undersigned, after reasonable inquiry and to the
best of his knowledge and belief, certifies that the information
set forth in this statement is true, complete and correct.
/s/ Richard L. Chilton, Jr.
______________________________
November 25, 1996
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00511001.AQ7
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Exhibit A
_________
SCHEDULE OF TRANSACTIONS
________________________
Date Shares Acquired/(Sold) Price Per Share
____ ______________________ _______________
10/10/96 28,500 6.188
10/11/96 15,000 6.25
10/14/96 30,000 6.354
10/16/96 20,000 7.75
10/24/96 60,000 7.5
10/25/96 141,000 7.625
10/28/96 5,000 7.5
10/28/96 45,000 7.625
11/13/96 3,000 7.5
11/15/96 10,000 7.75
11/21/96 50,000 7.5
11/21/96 50,000 7.56
11/25/96 400,000 7.631
11/25/96 698,202 7.625
00511001.AQ7
