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                                                                   Exhibit 10.64

                                 FIRST AMENDMENT
                             EMPLOYMENT AGREEMENT -
                MICHAEL A. WOLF, PRESIDENT/CEO; OFFICER; DIRECTOR
                                FEBRUARY 9, 1998


         WHEREAS, MotivePower Industries, Inc. (previously named MK Rail
Corporation), a Delaware Corporation (the "Corporation" or "Company"), and
Michael A. Wolf (the "President/CEO") have entered into an Employment Agreement
dated July 1, 1996 (the "Agreement"); and
         WHEREAS, the Corporation and the President/CEO mutually desire to amend
the Agreement to modify the obligation of the Corporation in the event of a
Change of Control;
         NOW, THEREFORE, in consideration of the mutual promises contained
herein and other good and valuable consideration, the parties hereby agree to
amend the Agreement in the following respects:

          First:      Clause 3.2 "Lump Sum Signing Bonus" is hereby deleted in 
                      its entirety since the July 1, 1997 date has been 
                      satisfied.

         Second:      Clause 3.4, paragraphs (a) and (b) are hereby partially
                      deleted and replaced with schedule incentive for
                      acceleration of stock options and lapsing of restrictions
                      providing certain defined EPS results are obtained. Such
                      grants shall be made under the Corporation's Stock
                      Incentive Plan, a copy of which has been provided to the
                      President/CEO.

          Third:      Clause 5.2, paragraphs (c) and (e) are hereby deleted in
                      their entirety and replaced with (c) will continue for a
                      period of two years substantially similar to that provided
                      during employment.

         Fourth:      Clause 5.3 (1) of the Agreement shall include "pooling" of
                      equities or any other action with the intent of merger.

          Fifth:      Clauses 5.3(3), 5.3(5), and 5.3(b)(3) are hereby deleted
                      as a result of the events having occurred in total and no
                      longer applies to the Agreement.

           Sixth:     Add Clause 5.3(c)(3) as follows:

                            The President/CEO may unilaterally terminate his
                            employment hereunder at any time within ninety (90)
                            days of a Change of Control by giving written notice
                            to the Corporation in which event he shall be
                            entitled, in lieu of 


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                      any further salary and bonus payments, to the following
                      amounts: (i) a lump sum payment equal to two times the sum
                      of (a) the President/CEO's annual base salary, at the rate
                      in effect immediately preceding his termination or
                      immediately preceding the Change in Control, whichever is
                      greater, and (b) the amount of the President/CEO's annual
                      bonus compensation inclusive of any and all discretionary
                      awards received either for the year prior to his
                      termination of employment or the year prior to the Change
                      of Control or the amount of the President/CEO's Max.
                      Target Bonus for such years, whichever of the four
                      possible amounts is greater and where or not compensated
                      in cash and/or stock awards.

         Seventh:     Add Clause 5.3(c)(4) as follows:

                            The restrictions on all shares of Restricted Stock
                            shall lapse immediately prior to a Change in Control
                            and all stock options for shares of the Corporation
                            and any SARS referred to in the Agreement shall vest
                            immediately prior to the Change in Control.

          Eighth:     Add Clause 5.3(c)(5) as follows:
                            Notwithstanding any other provision of this
                            Agreement, in the event that any payment or benefit
                            received or to be received by the President/CEO in
                            connection with Change of Control or the Termination
                            of his Employment (whether pursuant to the terms of
                            this Agreement or any other plan, arrangement or
                            agreement with the Corporation, any person whose
                            actions result in a Change of Control or any person
                            affiliated with the Corporation or the person.)(all
                            such payments and benefits being hereinafter
                            referred to as the "Total Payments") is subject (in
                            whole or in part) to the excise tax (the "Excise
                            Tax") imposed under Section 4999 of the I.R.S. Code
                            of 1986 as amended (the "Code") or any similar tax
                            imposed by any successor provisions of the income
                            tax laws, then the Corporation will reimburse the
                            President/CEO in an amount equal to the "Tax
                            Gross-up Amount" as defined below. The Tax Gross-up
                            amount is equal to the sum of the Excise Tax, any
                            other similar tax and the amount of any other
                            additional tax, including any additional Federal,
                            State or Local income tax arising as a result of any
                            payment in cash, cash equivalents or stock, which
                            sum may be due and payable by the President/CEO,
                            Spouse, Estate or withheld by the Corporation in
                            connection with the provisions set herein
                            (collectively the "Total Taxes") so that the
                            President/CEO, spouse or estate receives actual
                            payments or benefits after payment or withholding in
                            an amount no less than that which would have been
                            received if no obligation for Total Taxes had
                            arisen.

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          Ninth:      Add Clause 5.3(c)(6) as follows:

                            If the President/CEO's employment is terminated by
                            the Corporation, or any successor thereto following
                            a Change of Control, then such termination will be
                            treated as if the President/CEO had otherwise
                            elected to terminate his employment and given notice
                            thereof to the Corporation pursuant to this
                            provision.



                                       MotivePower Industries, Inc.

                                       By: /s/ MOTIVEPOWER
                                           ---------------------------------

                                       Date:  2/11/98
                                             -------------------------------

                                       Michael A. Wolf

                                       By: /s/ Michael A. Wolf
                                           ---------------------------------

                                       Date:  2/11/98
                                             -------------------------------


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                      FIRST AMENDMENT - SCHEDULE CLAUSE 3.4
                     EMPLOYMENT AGREEMENT - MICHAEL A. WOLF
                 (STOCK OPTIONS AND RESTRICTED STOCK EXERCISING)


PURPOSE:         To have the Board of Directors recognize superior performance
                 since time of employment and to provide an added time-based
                 incentive to enhance and increase Company's earnings
                 performance over the next two years.

WHAT:            The original 7/1/96 agreement envisioned a 5 year time frame to
                 maximize shareholder value supported by an approved BDP
                 (Business Development Plan) strategy. By accelerating by one
                 year the time of the awarded stock options' exercise dates for
                 240,000 common shares consisting of 120,000 July 1, 1999 and
                 120,000 July 1, 2000, and the 100,000 common stock restricted
                 as to their ability to be sold by providing for the
                 restrictions to lapse at the close of business on June 30, 1999
                 for 50,000 shares and June 30, 2000 or 50,000 shares
                 respectively.

MEASURE:         The measurement will be in consideration of the actual earnings
                 per share achieved of $1.45/sh. Dec. 31, 1998 on the basic
                 common shares outstanding of 17,644,000 for 1998 and/or 1999
                 combined:

<TABLE>
<CAPTION>

                                    ------------------------------------------
                                          Years          E.P.S.     % Increase
                 <S>                    <C>             <C>              <C>
                 -------------------------------------------------------------
                 Actual                     1995          (2.34)         N.M.
                 -------------------------------------------------------------
                 Actual                     1996         $  .66          N.M.
                 -------------------------------------------------------------
                 Actual                     1997         $1.16            77%
                 -------------------------------------------------------------
                 Original B.D.P.            1998         $1.25            15%
                 -------------------------------------------------------------
                 Base Incentive             1998         $1.45            25%
                 -------------------------------------------------------------
                 Base Incentive             1999         $1.95            35%
                 -------------------------------------------------------------
                 Combined Years      1998 & 1999         $3.40            30%
                 -------------------------------------------------------------
</TABLE>


                 In the event that $1.45 is not attained in 1998 but the total
                 of 1998 and 1999 combined results does total $3.40 or greater,
                 then the acceleration will be effected accordingly for both the
                 remaining unexercisable stock options and the restricted stock
                 to July 1, 2000.