SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
Schedule 14D-1
Tender Offer Statement
(Amendment No. 19)
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 $55 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 June 19, 1997, the United States Court of Appeals
for the Ninth Circuit (the "Court of Appeals") affirmed the
Nevada Court's order denying the Meeting Motion of Parent and
the Purchaser.
A copy of the Court of Appeals' memorandum is filed
herewith as Exhibit (g)(21) and is incorporated herein by ref-
erence.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(g)(21) Decision of the Court of Appeals, dated June 19,
1997, affirming the Meeting Motion.<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: June 19, 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: June 19, 1997
HLT CORPORATION
By: /s/ Arthur M. Goldberg
Name: Arthur M. Goldberg
Title: President
-3-<PAGE>
EXHIBIT INDEX
Exhibit Description
(g)(21) Decision of the Court of Appeals, dated June 19,
1997, affirming the Meeting Motion.
EXHIBIT (G)(21)
NOT FOR PUBLICATION
UNITED STATES COURT OF APPEALS
FOR THE NINTH CIRCUIT
HILTON HOTELS CORPORATION; and ) No. 97-15702
HLT CORPORATION, )
) D.C. No. CV 97-95-PMP
Plaintiffs/Counter-Defendants/)
Appellants, )
)
vs. )
)
ITT CORPORATION, ) MEMORANDUM*
)
Defendant/Counter-Claimant/ )
Appellee. )
)
Appeal from the United States District Court
for the District of Nevada
Philip M. Pro, District Judge, Presiding
Submitted June 19, 1997**
Before: GOODWIN, SCHROEDER and TASHIMA, Circuit Judges
This preliminary injunction appeal comes to us for review
under Ninth Circuit Rule 3-3. We have jurisdiction under 28
U.S.C. Section 1292(a)(1), and we affirm.
_____________________
* This disposition is not appropriate for publication and
may not be cited to or by the courts of this circuit except as
provided by Ninth Cir. R. 36-3.
** The panel unanimously agrees that this case is appropriate
for submission without oral argument pursuant to Fed. R. App.
P. 34(a) and Ninth Cir. R. 34-4. Accordingly, appellants' re-
quest for oral argument is denied.<PAGE>
Our inquiry is limited to whether the district court has
abused its discretion in denying the preliminary injunction, or
has based its decision on an erroneous legal standard. See
Does 1-5 v. Chandler, 83 F.3d 1150, 1152 (9th Cir. 1996). The
record before us shows that the district court did not rely
upon an erroneous legal premise or abuse its discretion in con-
cluding that appellants' showing of probable success on the
merits was insufficient to warrant preliminary injunctive re-
lief. See id.
Accordingly, the district court's denial of a preliminary
injunction is AFFIRMED.*
_____________________
* Appellants' motion to file a corrected brief is granted.
The Clerk shall file the corrected brief received on April 29,
1997.
