EXHIBIT 1
                                                                       ---------


                          MOTIVEPOWER INDUSTRIES, INC.
                                FOURTH AMENDMENT
                           DATED AS OF AUGUST 22, 1997
                TO RIGHTS AGREEMENT DATED AS OF JANUARY 19, 1996
        AND AMENDED AS OF APRIL 5, 1996, JUNE 20, 1996 AND JULY 25, 1996


     AMENDMENT dated as of August 22, 1997 to the Rights  Agreement (the "Rights
Agreement")  dated as of January 19, 1996 and Amended as of April 5, 1996,  June
29, 1996 and July 25, 1996 between  MotivePower  Industries,  Inc.,  formerly MK
Rail  Corporation,  a Delaware  corporation  (the  "Company"),  and  ChaseMellon
Shareholder  Services,  L.L.C.,  formerly known as Chemical  Mellon  Shareholder
Services, L.L.C. (the "Rights Agent").

     Pursuant to resolutions adopted by the Board of Directors of the Company on
August  22,  1997 and the  authority  vested  in the Board of  Directors  of the
Company by Section 27 of the Rights  Agreement,  the Rights  Agreement is hereby
amended as follows:

     Section 7. Exercise of Rights;  Purchase Price;  Expiration Date of Rights.
Subsection (a)(i) is hereby deleted and replaced in its entirety as follows:

          (a)(i) the close of business on August 22, 2007 (the "Final Expiration
     Date")

     Section 7. Exercise of Rights;  Purchase Price;  Expiration Date of Rights.
Subsection (b) is hereby deleted and replaced in its entirety as follows:

          (b) Effective as of August 22, 1997,  the Purchase  Price for each one
          one-hundredth of Preferred Share purchasable  pursuant to the exercise
          of a Right shall be $80.00,  and shall be subject to  adjustment  from
          time to time as  provided  in  Section  11 or 13  hereof  and shall be
          payable in lawful money of the United  States of America in accordance
          with paragraph (c) below.

     IN WITNESS  WHEREOF,  the undersigned have caused this Amendment to be duly
executed and attested, all as of the day and year first above written.

Attest:                                 MOTIVEPOWER INDUSTRIES, INC.
                                        (formerly MK Rail Corporation)
By: _________________________           By: ______________________________
    Jeannette-Fisher Garber                 John C. Pope
    Secretary                               Chairman


Attest:                                 CHASEMELLON SHAREHOLDER
                                        SERVICES, L.L.C. formerly known as
                                        Chemical Mellon Shareholder Services,
                                        L.L.C.,

By: _____________________________       By: ________________________________
Name:                                   Name:
Title:                                  Title: