SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.

SCHEDULE 13G

(Under the Securities Exchange Act of 1934)
(Amendment No. 1)*

RAILTEX INC.
- ------------------------------------------------------
(Name of Issuer)

COMMON STOCK			
- --------------------------------------
(Title of Class of Securities)

750766107
- -----------------------
(Cusip Number)

*The remainder of this cover page shall be filled out for a 
reporting person's initial filing of 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.)

[Continued on the following page(s)]
Page 1 of 4 Pages


CUSIP No. 750766107				Page 2 of 4 Pages  
- ----------------------------------------------------------------
1.	Name of reporting person
 	S.S. or I.R.S. identification no. of above person

	David L. Babson and Company Incorporated
	04-1054788
- ----------------------------------------------------------------
2.	Check the appropriate box if a member of a group*s
	(a)(   )
	(b)( X )
- ----------------------------------------------------------------
3.	SEC use only

- ----------------------------------------------------------------
4.	Citizenship or place of organization
	Massachusetts

 ----------------------------------------------------------------
	            	    5.	Sole Voting Power
	                   		933,500
Number of			     	-----------------------------
shares		         6.	Shared Voting Power
beneficially
owned by           			
each				         -----------------------------
Reporting		       7.	Sole Dispositive Power
person	            			933,500	
					-----------------------------
8.	Shared Dispositive Power			
	none							
- ---------------------------------------------------------------
9.	Aggregate amount beneficially owned by each reporting person
	 
	933,500
- ---------------------------------------------------------------
10.	Check if the aggregate amount in row (9) excludes certain shares*

- ----------------------------------------------------------------
11.	Percent of class represented by amount in row 9
      10.14%
- ----------------------------------------------------------------
12.	Type of Reporting person
	IA

Page 3 of 4 Pages 					Cusip #:750766107

SCHEDULE 13G

ITEM 1(A):  NAME OF ISSUER:

RAILTEX INC.

1(B):  ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

4040 Broadway 
Suite 200
San Antonio, TX 78209

ITEM 2(A):  NAME OF PERSON FILING:

David L. Babson and Company Incorporated ("DLB")

ITEM 2(B):  ADDRESS OF PRINCIPAL BUSINESS OFFICE:

One Memorial Drive
Cambridge, Massachusetts  02142-1300

ITEM 2(C):  CITIZENSHIP:

See Item 4 of Cover Page

ITEM 2(D):  TITLE OF CLASS OF SECURITIES:

See Cover Page

ITEM 2(E):  CUSIP NUMBER:

See Cover Page

ITEM 3:  TYPE OF REPORTING PERSON:

See Item 12 of Cover Page

ITEM 4:  OWNERSHIP:

(a)	AMOUNT BENEFICIALLY OWNED:  DLB, in its capacity as
investment adviser, may be deemed the beneficial owner of 933,500
shares of common stock of the Issuer which are owned by numerous 
investment counselling clients.

(b)	PERCENT OF CLASS:  10.14%

(c)	For information on voting and dispositive power with respect to the 
above listed shares, see Items 5 - 8 of Cover Page.

Page 4 of 4 Pages				Cusip #: 750766107

ITEM 5:  OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:

Not Applicable

ITEM 6:  OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:

Not Applicable	

ITEM 7: IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH 
	ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING 
	COMPANY:

Not Applicable

ITEM 8:  IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:

Not Applicable

ITEM 9:  NOTICE OF DISSOLUTION OF GROUP:

Not Applicable

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.

		Date: February 1, 1999

		Signature:  --//Leslie A. Meinhart//--
		Name/Title:  LESLIE A. MEINHART
		Compliance Manager