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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.: 1
Name of Issuer: MotivePower Industries, Inc. (formerly MK Rail
Corp.)
Title of Class of Securities: Common Stock, $.01 par value
CUSIP Number: 61980K101
(Name, Address and Telephone Number of Person
Authorized To Receive Notices and Communications)
Richard L. Chilton, Jr., c/o Chilton Investment Partners, L.P.
320 Park Avenue, 22nd Floor, New York, NY 10022; (212) 751-3596
(Date of Event which Requires Filing of this Statement)
January 6, 1997
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. 61980K101
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:
1,834,413
8. Shared Voting Power:
9. Sole Dispositive Power:
1,834,413
10. Shared Dispositive Power:
11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,834,413
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)
10.4%
14. Type of Reporting Person
IN
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The purpose of this Amendment No. 1 to the previously filed
Schedule 13D is to report that the ownership of Richard L.
Chilton, Jr. (the "Reporting Person") in the Common Stock, $.01
par value (the "Shares"), of MotivePower Industries, Inc. (the
"Issuer") has increased from 8.9% to 10.4% 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 MotivePower Industries, Inc. (formerly MK Rail Corp.)
The name and address of the principal executive and
business office of the Issuer is:
MotivePower Industries, Inc.
(formerly MK Rail Corp.)
1200 Reedsdale Street
Pittsburgh, PA 15233
Item 2. Identity and Background
_______________________
No Change.
Item 3. Source and Amount of Funds or Other Consideration
_________________________________________________
As of the date hereof, the Reporting Person is deemed to
beneficially own 1,834,413 Shares. All 1,834,413 Shares
are held by the Partnerships or by managed accounts over
which the Reporting Person has investment discretion.
All the Shares purchased since the last filing on
Schedule 13D were purchased in open market transactions
at an aggregate cost of $2,189,113. 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
_______________________
No Change.
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Item 5. Interest in Securities of Issuer
________________________________
As of the date hereof, the Reporting Person is deemed to
be the beneficial owner of 1,834,413 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 10.4% 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 since the most recent
filing on Schedule 13D 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
____________________________________________________
No Change.
Item 7. Material to be Filed as Exhibits
________________________________
A description of the transactions in the Shares that
were effected by the Reporting Person since the most
recent filing on Schedule 13D 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.
______________________________
January 15, 1997
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00511001.AR3
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Exhibit A
_________
SCHEDULE OF TRANSACTIONS
________________________
Date Shares Acquired/(Sold) Price Per Share
____ ______________________ _______________
12/20/96 65,483 $7.185
01/06/97 213,228 8.060
00511001.AR3
