SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
Schedule 14D-1
Tender Offer Statement
(Amendment No. 34)
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<PAGE>
This Statement amends and supplements the Tender Of-
fer 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 Corpora-
tion, a Delaware corporation (the "Purchaser") and a wholly
owned subsidiary of Hilton Hotels Corporation, a Delaware cor-
poration ("Parent"), to purchase (i) 61,145,475 shares of Com-
mon Stock, no par value (the "Common Stock"), of ITT Corpora-
tion, a Nevada corporation (the "Company"), or such greater
number of shares of Common Stock which, when added to the num-
ber of shares of Common Stock owned by the Purchaser and its
affiliates, constitutes a majority of the total number of
shares of Common Stock outstanding on a fully diluted basis as
of the expiration of the Offer, and (ii) unless and until val-
idly redeemed by the Board of Directors of the Company, the
Series A Participating Cumulative Preferred Stock Purchase
Rights (the "Rights") associated 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 $70 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 3. Past Contacts, Transactions or Negotiations with the
Subject Company.
On October 17, 1997, Mr. Bollenbach sent a letter to
Mr. Araskog. The full text of Mr. Bollenbach's letter is filed
herewith as Exhibit (g)(32) and is incorporated herein by
reference.
Item 11. Material to be Filed as Exhibits.
(g)(32) Text of Letter dated October 17, 1997 from Stephen
F. Bollenbach to Mr. Araskog.<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: October 17, 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: October 17, 1997
HLT CORPORATION
By: /s/ Arthur M. Goldberg
Name: Arthur M. Goldberg
Title: President
-3-<PAGE>
Exhibit Index
Exhibit Description
(g)(32) Text of Letter dated October 17, 1997 from Mr.
Bollenbach to Mr. Araskog.
Exhibit (g)(32)
[Letterhead of Hilton Hotels Corporation]
October 17, 1997
Mr. Rand V. Araskog
Chairman and Chief Executive Officer
ITT Corporation
1330 Avenue of the Americas
New York, New York 10019-5490
Dear Mr. Araskog:
I was heartened by your comment in your interview with Reuters
that there is "always room for negotiation at a particular
point in time." I also appreciated your statement to USA Today
that this matter is "not personal" between us. You are right
that this is not personal, nor should it be, and I have
previously apologized for comments that I made in jest.
I disagree, however, with your conclusion that we haven't yet
reached the point in time at which negotiation makes sense.
The sooner we can talk, and get working on putting our two
companies together, the greater the benefit not only for our
respective shareholders, but also for our employees and other
constituencies.
In this regard, I would like to suggest that, if you have not
yet implemented the layoffs you announced last Monday, we
should talk soon about the place these employees could have in
the combined Hilton-ITT. While the combination of our
companies will produce substantial cost savings through
consolidation of positions and other synergies, I view the
combined company as very much a growth company. There are many
positions in the combined company that could use most of the
good and experienced employees now at ITT.
This is only one example of the many reasons why we have
reached the time for negotiation. I honestly hope that we can
meet in the next few days, whether it be the two of us, or a
meeting between our representatives and advisors. This is a
combination that makes sense, and it makes sense for all of us.
I look forward to hearing from you.
Sincerely,
/s/ Stephen F. Bollenbach
Stephen F. Bollenbach
