SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
Schedule 14D-1
Tender Offer Statement
(Amendment No. 46*)
Pursuant to
Section 14(d)(1) of the Securities Exchange Act of 1934
_______________________
ITT CORPORATION
(Name of Subject Company)
HILTON HOTELS CORPORATION
HLT CORPORATION
(Bidders)
COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
450912100
(CUSIP Number of Class of Securities)
MATTHEW J. HART
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
HILTON HOTELS CORPORATION
9336 CIVIC CENTER DRIVE
BEVERLY HILLS, CALIFORNIA 90210
(310) 278-4321
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Bidders)
With a copy to:
STEVEN A. ROSENBLUM
WACHTELL, LIPTON, ROSEN & KATZ
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019
TELEPHONE: (212) 403-1000
____________________________
*Constituting the final amendment to Schedule 14D-1.<PAGE>
This Statement constitutes the final amendment to the
Tender Offer Statement on Schedule 14D-1 filed with the
Securities and Exchange Commission on January 31, 1997, as
previously amended (the "Schedule 14D-1"), relating to the
offer by HLT Corporation, a Delaware corporation (the
"Purchaser") and a wholly owned subsidiary of Hilton Hotels
Corporation, a Delaware corporation ("Parent"), to purchase (i)
65,000,000 shares of Common Stock, no par value (the "Common
Stock") of ITT Corporation, a Nevada corporation (the
"Company"), and (ii) unless and until validly redeemed by the
Board of Directors of the Company, the Series A Participating
Cumulative Preferred Stock Purchase Rights (the "Rights") as-
sociated therewith, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated January
31, 1997 (the "Offer to Purchase"), and in the related Letter
of Transmittal, at a purchase price of $80 per share (and
associated Right), net to the tendering stockholder in cash,
without interest thereon. Capitalized terms used and not
defined herein shall have the meanings assigned such terms in
the Offer to Purchase and the Schedule 14D-1.
ITEM 10. ADDITIONAL INFORMATION
On November 13, 1997, Parent and the Purchaser
terminated and withdrew the Offer in accordance with the terms
of the Offer to Purchase, without purchasing any Shares.
Parent and the Purchaser have also instructed the Depositary to
return all Shares tendered pursuant to the Offer to Purchase to
the tendering stockholders. The full text of a press release
dated November 13, 1997, issued by Parent with respect to the
termination and withdrawal of the Offer is filed herewith as
Exhibit (a)(49) and is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(49) Press Release of Parent, dated November 13, 1997.<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and be-
lief, I certify that the information set forth in this state-
ment is true, complete and correct.
Dated: November 13, 1997
HILTON HOTELS CORPORATION
By: /s/ Matthew J. Hart
Name: Matthew J. Hart
Title: Executive Vice President
and Chief Financial Officer
-2-<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and be-
lief, I certify that the information set forth in this state-
ment is true, complete and correct.
Dated: November 13, 1997
HLT CORPORATION
By: /s/ Arthur M. Goldberg
Name: Arthur M. Goldberg
Title: President
-3-<PAGE>
Exhibit Index
Exhibit Description
(a)(49) Press Release of Parent, dated November 13, 1997.
Exhibit (a)(49)
[HILTON HOTELS CORPORATION LOGO]
CORPORATE NEWS
Contact: Marc Grossman
Sr. Vice President - Corporate Affairs
(310) 205-7681
Kathy Shepard
VP - Corporate Communications
(310) 205-7676
Geoffrey Davis
Director - Investor Relations
(310) 205-4541
HILTON TERMINATES TENDER OFFER FOR ITT
BEVERLY HILLS, California, November 13, 1997 -- Hilton
Hotels Corporation (NYSE:HLT) announced today that it has
terminated its $80 per share cash tender offer for 65 million
shares of common stock of ITT Corporation (NYSE:ITT). Hilton
said that, while the results of the election for directors of
ITT had not yet been certified, it was clear that the incumbent
directors of ITT had been reelected. Hilton terminated the
offer in accordance with its previous announcements and the
terms of the offer providing for automatic termination of the
offer in the event the incumbent directors were reelected. No
shares were purchased pursuant to the offer, and any tendered
shares will be returned promptly.
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WORLD HEADQUARTERS
9336 Civic Center Drive, Beverly Hills, California 90210
Telephone 310-205-4545
Reservations 1-800-HILTONS
