UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4)
HILLS STORES COMPANY
(Successor to Hills Department Stores, Inc.)
(Name of Issuer)
Common Stock
(Title or Class of Securities)
431659 10 2
(CUSIP Number)
Check the following box if a fee is being paid with this
statement [ ] (A fee is not required only if the filing person:
(1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less
of such class.) (See Rule 13d-7).
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
CUSIP No. 431659 10 2
(1) Names of Reporting Person
S.S. or I.R.S. Identification Nos. of Above
Person
Thomas H. Lee
(2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)
(b)
(3) SEC Use Only
(4) Citizenship or Place of Organization
United States
Number of (5) Sole Voting Power 82,483
Shares Bene-
ficially (6) Shared Voting Power -0-
Owned by
Each Reporting (7) Sole Dispositive Power 82,483
Person
With (8) Shared Dispositive Power -0-
(9) Aggregate Amount Beneficially Owned by Each Reporting
Person 82,483
(10) Check if the Aggregate Amount in Row (9)
Excludes
Certain Shares (See Instructions) X
(11) Percent of Class Represented by Amount in Row (9)
0.9%
(12) Type of Reporting Person (See Instructions) IN
<PAGE>
Item 1(a) Name of Issuer
Hills Stores Company (Successor to Hills Department
Stores, Inc.)
Item 1(b) Address of Issuer's Principal Executive
Offices
15 Dan Road, Canton, MA 02021-9128
Item 2(a) Name of Person Filing
Thomas H. Lee
Item 2(b) Address of Principal Business Office or, if none,
Residence
75 State Street, Boston, MA 02109
Item 2(c) Citizenship
United States
Item 2(d) Title of Class of Securities
Common Stock
Item 2(e) CUSIP Number
431659 10 2
Item 3 If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b), check whether the person filing is a:
(a)[ ] Broker or Dealer registered under Section 15
of the Act
(b)[ ] Bank as defined in section 3(a)(6) of the
Act
(c)[ ] Insurance Company as defined in
section 3(a)(19) of the act
(d)[ ] Investment Company registered under section\8
of the Investment Company Act
(e)[ ] Investment Adviser registered under
section 203 of the Investment Advisers Act of 1940
<PAGE>
(f)[ ] Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund; see
{ 240.13d-1(b)(1)(ii)(F)
(g)[ ] Parent Holding Company, in accordance with
{ 240.13d-1(b)(ii)(G)
(h)[ ] Group, in accordance with
{ 240.13d-1(b)(1)(ii)(H)
Item 4 Ownership
Not Applicable
Item 5 Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact
that as of the date hereof the reporting person has ceased
to be the beneficial owner of more than five percent of the
class of securities, check the following [X].
Item 6 Ownership of More than Five Percent on Behalf of Another
Person
Not applicable
Item 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent
Holding Company
Not applicable
Item 8 Identification and Classification of Members of the
Group
Not applicable
Item 9 Notice of Dissolution of Group
Not applicable
Item 10 Certification
Not applicable
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
Signed /s/ Thomas H. Lee
Thomas H. Lee
Date: February 14, 1994
4307b-4
r4thl13g.doc
