SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Hilton Hotels Corporation
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(Name of Issuer)
Common Stock
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(Title of Class and Securities)
432848109
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(CUSIP Number of Class of Securities)
Check the following box if a fee is being paid with this statement
/ /. (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).
* 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 page.
The information required in the remainder of this cover page shall
not be deemed to by "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).
SEC 1745 (10-88)
(Continued on following page(s))
CUSIP No. 432848109 13G
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(1) NAMES OF REPORTING PERSONS
Southeastern Asset Management, Inc. I.D. No. 62-0951781
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) X
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Tennessee
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:(5) SOLE VOTING POWER
: (Discretionary Accounts)
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING PERSON --------------------------------
WITH :(6) SHARED OR NO VOTING POWER
None
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:(7) SOLE DISPOSITIVE POWER
(Discretionary Accounts)
: None
--------------------------------
:(8) SHARED OR NO DISPOSITIVE
POWER
: None
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(Discretionary & Non-discretionary Accounts)
None
- -------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES
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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0 %
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(12) TYPE OF REPORTING PERSON
IA
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CUSIP No. 432848109 13G
- -------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
O. Mason Hawkins I.D. No. ###-##-####
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) X
- -------------------------------------------------------------------
(3) SEC USE ONLY
- -------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Citizen of United States
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:(5) SOLE VOTING POWER
: (Discretionary Accounts)
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING PERSON --------------------------------
WITH :(6) SHARED VOTING POWER
: None
--------------------------------
:(7) SOLE DISPOSITIVE POWER
: None
--------------------------------
:(8) SHARED DISPOSITIVE POWER
: None
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None (See Item 3 )
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(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES
- -------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
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(12) TYPE OF REPORTING PERSON
IN
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The following Items of information are hereby amended:
Item 4. Ownership:
(a). Amount Beneficially Owned: None. This Amendment No.
1 is being filed to show that the filing party no longer
owns any of the Securities of the Issuer.
(b). Percent of Class: 0.0%
Item 5. Ownership of Five Percent or Less of a Class: This
Amendment No. 1 is being filed to report ownership of
less than 5% of the class.
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
purpose 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.
Signatures
After reasonable inquiry and to the best of the knowledge and
belief of the undersigned, the undersigned certifies that the
information set forth in this statement is true, complete, and
correct. Dated: June 5, 1996
Southeastern Asset O. Mason Hawkins, Individually
Management, Inc.
/s/ Charles D. Reaves /s/ O. Mason Hawkins
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Charles D. Reaves
Vice President and General Counsel
Joint Filing Agreement
In accordance with Rule 13d-1(f) under the Securities Exchange Act
of 1934, the persons or entities named below agree to the joint
filing on behalf of each of them of this Schedule 13G with respect
to the Securities of the Issuer and further agree that this joint
filing agreement be included as an exhibit to this Schedule 13G. In
evidence thereof, the undersigned hereby execute this Agreement as
of the 5th day of June, 1996.
Southeastern Asset O. Mason Hawkins, Individually
Management, Inc.
/s/ Charles D. Reaves /s/ O. Mason Hawkins
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Charles D. Reaves
Vice President and General Counsel
