SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
Schedule 14D-1
Tender Offer Statement
(Amendment No. 38)
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) 65,000,000 shares of Com-
mon Stock, no par value (the "Common Stock") of ITT Corpora-
tion, a Nevada corporation (the "Company"), and (ii) unless and
until validly redeemed by the Board of Directors of the Com-
pany, 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
$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 as-
signed such terms in the Offer to Purchase and the Schedule
14D-1.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE
SUBJECT COMPANY
On November 6, 1997, Mr. Bollenbach sent a letter to
the Board of Directors of the Company. The full text of Mr.
Bollenbach's letter is filed herewith as Exhibit (g)(38) and is
incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(g)(38) Text of Letter dated November 6, 1997 from Stephen
F. Bollenbach to the Board of Directors of the Com-
pany.<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 6, 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 6, 1997
HLT CORPORATION
By: /s/ Arthur M. Goldberg
Name: Arthur M. Goldberg
Title: President
-3-<PAGE>
EXHIBIT INDEX
Exhibit Description
(g)(38) Text of Letter dated November 6, 1997 from Stephen
F. Bollenbach to the Board of Directors of the Com-
pany.
Exhibit (g)(38)
[Letterhead of Hilton Hotels Corporation]
November 6, 1997
Board of Directors
ITT Corporation
1330 Avenue of the Americas
New York, New York 10019
Dear Members of the Board:
I am writing to request that you release third parties
with whom you have signed confidentiality, standstill
agreements in connection with their interest in acquiring ITT,
as necessary to permit such third parties to talk with us with
respect to their possible participation in our offer for ITT.
Such discussions and participation will assist us in our offer.
Sincerely,
/s/ Stephen F. Bollenbach
Stephen F. Bollenbach
