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).




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






                                2




13. Percent of Class Represented by Amount in Row (11)

         8.9%

14. Type of Reporting Person

         IN

















































                                3




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.




                                4




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.







                                5




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.


















































                                6




         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




































                                7
00511001.AQ7




                                                        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