UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
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Under the Securities Exchange Act of 1934
(Amendment No. ___)<F*>
HECHINGER COMPANY
(Name of Issuer)
CLASS A COMMON STOCK
(Title of Class of Securities)
422660200
(CUSIP Number)
Check the following box if a fee is being paid with this
statement [ X ]. (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 such class.) (See Rule 13d-7).
[FN]
<F*> 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).
THIS IS AN ELECTRONIC CONFIRMING COPY OF A
DOCUMENT PREVIOUSLY FILED ON MONDAY,
FEBRUARY 12, 1996.
SEC 1745 (2/95) <PAGE>
CUSIP No. 422660200 13G Page 2 of 6 Pages
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1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HUGHES INVESTMENT MANAGEMENT COMPANY on EIN 953371124
behalf of the Master Trust for the Hughes
Aircraft Company Retirement Plans
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP<F*>
(a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
CALIFORNIA
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5. SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY ---------------------------------------
OWNED BY 6. SHARED VOTING POWER
EACH
REPORTING 2,400,000
PERSON ---------------------------------------
WITH 7. SOLE DISPOSITIVE POWER
0
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8. SHARED DISPOSITIVE POWER
2,400,000
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,400,000
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES<F*>
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.78%
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12. TYPE OF REPORTING PERSON<F*>
EP
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[FN]
<F*> SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 422660200 13G Page 3 of 6 Pages
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1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
HUGHES AIRCRAFT COMPANY EIN 951778500
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP<F*>
(a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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5. SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY --------------------------------------
OWNED BY 6. SHARED VOTING POWER
EACH
REPORTING 2,400,000
PERSON --------------------------------------
WITH 7. SOLE DISPOSITIVE POWER
0
--------------------------------------
8. SHARED DISPOSITIVE POWER
2,400,000
-----------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,400,000
-----------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES<F*>
-----------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.78%
-----------------------------------------------------------------
12. TYPE OF REPORTING PERSON<F*>
HC
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[FN]
<F*> SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 4 of 6 Pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
ITEM 1.
(a) Name of Issuer: Hechinger Company
(b) Address of Issuer's Principal Executive Offices:
3500 Pennsy Drive
Landover, MD 20785
ITEM 2.
(a) Name of Persons Filing:
Hughes Investment Management Company on behalf of the
Master Trust for the Hughes Aircraft Company
Retirement Plans
Hughes Aircraft Company
(b) Address of Principal Business Office or, if none,
Residence:
7200 Hughes Terrace
Los Angeles, California 90045-0066
(c) Citizenship: N/A
(d) Title of Class of Securities: Common
(e) CUSIP Number: 422660200
ITEM 3. If this statement is filed pursuant to Rule 13d-1(b),
or 13d-2(b), check whether the person filing is a:
(f) Hughes Investment Management Company on behalf of the
Master Trust for the Hughes Aircraft Company
Retirement Plans is filing as an Employee Benefit
Plan, Pension Fund which is subject to the provisions
of the Employee Retirement Income Security Act of
1974.
(g) Hughes Aircraft Company is filing as a Parent Holding
Company.
<PAGE>
Page 5 of 6 Pages
ITEM 4. OWNERSHIP
If the percent of class owned, as of December 31 of
the year covered by the statement, or as of the last
day of any month described in Rule 13d-1(b)(2), if
applicable, exceeds five percent, provide the
following information as of that date and identify
those shares which there is a right to acquire:
(a) Amount Beneficially Owned: 2,400,000
(b) Percent of Class 7.78%
(c) Number of shares as to which such
person has:
(i) sole power to vote or
to direct the vote 0
(ii) shared power to vote or
to direct the vote 2,400,000
(iii) sole power to dispose or
to direct the disposition of 0
(iv) shared power to dispose or to
direct the disposition of 2,400,000
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: N/A
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF
ANOTHER PERSON:
Hughes Investment Management Company on behalf of
the Master Trust for the Hughes Aircraft Company
Retirement Plans
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY
THE PARENT HOLDING COMPANY:
Hughes Investment Management Company
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
GROUP: N/A
ITEM 9. NOTICE OF DISSOLUTION OF GROUP: N/A
ITEM 10. CERTIFICATION: By signing below I certify that, to
the best of my knowledge and belief, the securities
referred to above were acquired in the ordinary
course of business and were not acquired for the
<PAGE>
Page 6 of 6 Pages
purpose of and do not have the effect of changing
or influencing the control of the issuer of such
securities and were not acquired in connection with
or as a participant in any transaction having such
purposes or effect.
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.
Dated: February 9 , 1996
---
HUGHES INVESTMENT MANAGEMENT COMPANY
on behalf of the Master Trust for
the Hughes Aircraft Company
Retirement Plans<F1>
By /s/ John F. Cooke
---------------------------------
John F. Cooke
Its President
[FN]
<F1> Pursuant to the Joint Filing Agreement by and between
Hughes Investment Management Company and Hughes Aircraft
Company attached hereto as Exhibit 1, this Schedule 13G
is being filed on behalf of each of the parties to such
Joint Filing Agreement.
<PAGE>
EXHIBIT 1
JOINT FILING AGREEMENT
----------------------
This will confirm the agreement by and between all the
undersigned that the Schedule 13G filed on or about this date
with respect to the beneficial ownership by the undersigned of
shares of common stock of Hechinger Company, a Delaware
corporation, is being, and any and all amendments thereto may
be, filed on behalf of the undersigned by any one of the
undersigned. This Joint Filing Agreement may be executed in
two or more counterparts, each of which will be deemed an
original, but all of which together shall constitute one and
the same instrument.
Dated: February 9 , 1996
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HUGHES INVESTMENT MANAGEMENT COMPANY
on behalf of the Master Trust for the
Hughes Aircraft Company Retirement
Plans
By /s/ John F. Cooke
----------------------------------
John F. Cooke
President
HUGHES AIRCRAFT COMPANY
By /s/ Denise A. McLeod
-----------------------------------
Denise A. McLeod
Assistant Treasurer
<PAGE>
