SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
The Dial Corp
(Name of Issuer)
Common Stock
(Title of Class of Securities)
25247010
(CUSIP Number)
Michael E. Pietzsch L. Gene Lemon, Esq.
Pietzsch & Williams Vice President and General Counsel
2930 East Camelback Road The Dial Corp
Suite 155 1850 North Central Avenue
Phoenix, Arizona 85016 Phoenix, Arizona 85077
(Name, address and telephone number of person authorized
to receive notices and communications)
February 15, 1995
(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 schedule because of
Rule 13d-1(b) (3) or (4), check the following box:
Check the following box if a fee is being paid with this
statement:
Page 1 of 5 Pages<PAGE>
CUSIP NO. 25247010 Page 2 of 5 Pages
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
First Interstate Bank of Arizona, N.A., as Trustee for
The Dial Corp Employee Equity Trust
2. Check the Appropriate Box if a Member of a Group
(a)
Not applicable (b)
3. SEC Use Only
4. Source of Funds
SC, OO
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
Delaware
Number of 7. Sole Voting Power
Shares 6,898,358
Beneficially 8. Shared Voting Power
Owned by 0
Each Reporting 9. Sole Dispositive Power
Person With 6,898,358
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting
Person
6,898,358
12. Check if the Aggregate Amount in Row (11) Excludes Cer-
tain Shares
13. Percent of Class Represented by Amount in Row (11)
Approximately 7.4%
14. Type of Reporting Person
BK, EP
<PAGE>
CUSIP NO. 25247010 Page 3 of 5 Pages
Amendment No. 3 to
SCHEDULE 13D
RELATING TO THE COMMON STOCK OF
THE DIAL CORP
The Dial Corp Employee Equity Trust (the "Trust"),
hereby amends its statement on Schedule 13D filed with re-
spect to the Common Stock, $1.50 par value per share (the
"Common Stock"), of The Dial Corp, a Delaware corporation
(the "Issuer"). Unless otherwise indicated, all items re-
ferred to herein shall have the same meanings as those set
forth in the previously filed Schedule 13D.
The filing of this Amended Statement on Schedule
13D by the Trust does not constitute, and should not be con-
strued as, an admission that either the Trust or First Inter-
state Bank of Arizona, N.A., as trustee of the Trust (the
"Trustee"), beneficially owns any securities covered by this
Amended Statement or is required to file this Amended State-
ment. In this connection, the Trust and the Trustee disclaim
beneficial ownership of the securities covered by this
Amended Statement.
Item 4. Purpose of Transaction
Under the terms and conditions of the Trust Agree-
ment, dated as of September 9, 1992, during the period from<PAGE>
CUSIP NO. 25247010 Page 4 of 5 Pages
January 1, 1994 through December 31, 1994 the Trust has re-
leased and allocated 949,508 shares of Common Stock to and
among The Dial Corp stock option plans, The Dial Corp em-
ployees 401k plans and The Dial Corp Restricted Stock Trust.
Item 5. Interest in Securities of the Issuer
The first paragraph of Item 5 is amended to read in
its entirety as follows:
"As of January 1, 1995, and after giving effect to
a two-for-one stock split paid during 1994, the Trust held
6,898,358 shares of Common Stock, as to which it may be
deemed to have shared voting and dispositive power. Shares
of Common Stock acquired pursuant to the Purchase Agreement
are held in the Trust's suspense account and will be released
as the Trust repays the Note to the Issuer and will be al-
located to the accounts of participants in the Plans in the
manner set forth in the Trust Agreement."<PAGE>
CUSIP NO. 25247010 Page 5 of 5 Pages
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.
Dated: February 16, 1995
FIRST INTERSTATE BANK OF ARI-
ZONA, N.A., Trustee
By /s/ Patricia A. Cross
Name: Patricia A. Cross
Title: Assistant Vice
President
