SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Schedule 14D-1
Tender Offer Statement
(Amendment No. 2)
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 (the "Schedule 14D-1") filed
with the Securities and Exchange Commission on January 31, 1997
by HLT Corporation, a Delaware corporation (the "Purchaser")
and a wholly owned subsidiary of Hilton Hotels Corporation, a
Delaware corporation ("Parent"), to purchase (i) 61,145,475
shares of Common Stock, no par value (the "Common Stock"), of
ITT Corporation, a Nevada corporation (the "Company"), or such
greater number of shares of Common Stock which, when added to
the number 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 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE
SUBJECT COMPANY.
(b) In a letter dated February 1, 1997 from Rand V.
Araskog, Chairman and Chief Executive Officer of the Company to
Stephen F. Bollenbach, President and Chief Executive Officer of
Parent, Mr. Araskog rejected Mr. Bollenbach's request, made in
a letter dated January 31, 1997 (previously filed as exhibit
(g)(2) to this Schedule 14D-1), to make a presentation to the
Company's Board of Directors with respect to the benefits of
the Offer and the Proposed Merger. The full text of Mr.
Araskog's letter is filed herewith as Exhibit (g)(3) and is
incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(g) (3) Text of Letter dated February 1, 1997 from Rand V.
Araskog to Stephen F. Bollenbach.<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: February 3, 1997
HILTON HOTELS CORPORATION
By: /s/ Matthew J. Hart
Name: Matthew J. Hart
Title: Executive Vice President
and Chief Financial
Officer
HLT CORPORATION
By: /s/ Matthew J. Hart
Name: Matthew J. Hart
Title: President
-2-
EXHIBIT (G)(3)
[LETTERHEAD OF ITT CORPORATION]
February 1, 1997
Mr. Stephen F. Bollenbach
President and Chief Executive Officer
Hilton Hotels Corporation
9336 Civic Center Drive
Beverly Hills, CA 90210
Dear Mr. Bollenbach:
I am in receipt of your letter dated January 31, 1997. Our
Board of Directors will carefully consider your proposal. It would
be inappropriate for you to participate in the Board Meeting.
Sincerely,
/s/ Rand V. Araskog
Rand V. Araskog
