SC 13D/A

 
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                  SCHEDULE 13D
                   UNDER THE SECURITIES EXCHANGE ACT OF 1934
                               (AMENDMENT NO. 33)

                              Chrysler Corporation
- --------------------------------------------------------------------------------
                                (Name of Issuer)

                         Common Stock, $1.00 par value
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                  171196 10 8
- --------------------------------------------------------------------------------
                                (CUSIP Number)

                             Stephen Fraidin, P.C.
                   Fried, Frank, Harris, Shriver & Jacobson
                              One New York Plaza
                           New York, New York  10004
                                (212) 859-8140

(Name, Address, and Telephone Number of Person Authorized to Receive Notices and
                                Communications)

                                March 13, 1996
- --------------------------------------------------------------------------------
            (Date of Event which Requires Filing of this Statement)

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
statement because of Rule 13d-1(b)(3) or (4), check the following box [_].

Check the following box if a fee is being paid with the statement [_]. (A fee is
not required only if the reporting 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 such class.)
(See Rule 13d-7.)

NOTE:  Six copies of this statement, including all exhibits, should be filed
with the Commission.  See Rule 13d-1(a) for other parties to whom copies are to
be sent.

 
        This Amendment No. 33 amends and supplements the Statement on Schedule
13D (as previously amended, including pursuant to the Schedule 14D-1 and
amendments thereto previously filed by Tracinda Corporation, a Nevada
corporation wholly owned by Kirk Kerkorian, the "Schedule 13D"), relating to the
common stock, par value $1.00 per share (the "Shares"), of Chrysler Corporation,
a Delaware corporation (the "Company"), previously filed by Mr. Kerkorian,
Tracinda Corporation ("Tracinda"), and Alfred Boyer. Terms used and not defined
in this Amendment have the meaning set forth in the Schedule 13D.

                                 *     *     *

        1. Item 2 of the Schedule 13D, "Identity and Background," is hereby
amended to add the following:

           On March 13, 1996, Mr. Kerkorian and Tracinda ceased to act together
with Mr. Boyer for the purpose of acquiring, holding, voting or disposing of
securities of the Company.  Accordingly, Mr. Kerkorian and Tracinda are no
longer acting as a "group" within the meaning of Rule 13d-5 under the Exchange
Act with Mr. Boyer.

                                 *     *     *

        2. Item 6 of the Schedule 13D, "Contracts, Arrangements, Understandings
or Relationships with Respect to Securities of the Issuer," is hereby amended to
add the following:

           On March 13, 1996, Tracinda sent a letter to Mr. Boyer, a copy of
which is included as an Exhibit to this Amendment, and which is incorporated
herein by reference.

                                 *     *     *

        3. Item 5 of the Schedule 13D, "Interest in Securities of the Issuer,"
is hereby amended to add the following:

           (a) As a result of the termination of the Schedule 13D "group",
Shares beneficially owned by Mr. Boyer are no longer included in the Schedule
13D. Mr. Kerkorian and Tracinda are the beneficial owners of 51,900,000 Shares
or approximately 13.7% of the Shares outstanding, based upon the number of
Shares outstanding as disclosed to Tracinda by the Company.

                                 *     *     *

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        4. Item 7 of the Schedule 13D, "Material to be Filed as Exhibits," is
hereby amended to add the following:

           1.  Letter dated March 12, 1996, from Tracinda to Mr. Boyer.


                                 *     *     *

        5. Except as specifically provided herein, this Amendment does not
modify any of the information previously reported on the Schedule 13D.

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                                   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.

                                    TRACINDA CORPORATION


                                    By: /s/  Anthony L. Mandekic
                                        ------------------------
                                        Anthony L. Mandekic
                                        Secretary/Treasurer



Dated: March 13, 1996

                                     4 of 4

EX-99

                                                                      EXHIBIT 99

                     [LETTERHEAD OF TRACINDA CORPORATION]


March 12, 1996

Mr. Alfred Boyer
9665 Wilshire Boulevard
Suite 200
Beverly Hills, CA  90212

Dear Al:

As a result of our Agreements reached with Chrysler on February 8, 1996, we have
terminated certain advisory agreements in connection with the Chrysler matter.

In light of the foregoing, we believe that it is appropriate for us to wind up 
our consulting arrangement with you with respect to Chrysler.

Accordingly, this letter shall serve as formal written notice of Tracinda's 
termination of the June 24, 1995 Consulting Agreement with you in accordance 
with Section 9 thereof.

Of course, this action shall in no way affect the June 24, 1995 Value Sharing 
Agreement.

As we will no longer be acting with you for the purpose of acquiring, holding, 
voting or disposing of securities of Chrysler, we consider the Schedule 13D 
"group" previously formed with respect to the securities of Chrysler to be also 
terminated and will therefore file an amendment to the 13D reflecting the 
action we have taken.

Sincerely,

/s/ Richard E. Sobelle

Richard E. Sobelle