<PAGE>1 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
HILLS STORES COMPANY
_______________________________________________________________________
(Name of Issuer)
SERIES A CONVERTIBLE PREFERRED STOCK
_______________________________________________________________________
(Title of Class of Securities)
431692 20 2
_____________________________
(CUSIP Number)
JOHN F. HARTIGAN, ESQ. MORGAN, LEWIS & BOCKIUS
801 SOUTH GRAND AVENUE, LOS ANGELES, CA 90017
(213) 612-2500
_______________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
APRIL 25, 1995
_______________________________________________________
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box / /.
Check the following box if a fee is being paid with the statement / /. (A
fee is not required only if the reporting 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.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*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 disclosures provided in a prior cover page.
The information required on 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>
<PAGE> PAGE 2 OF 5 PAGES
SCHEDULE 13D
CUSIP No. 431692 20 2
___________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
APOLLO HDS PARTNERS, L.P.
___________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) / /
(B) / /
___________________________________________________________________________
3 SEC USE ONLY
___________________________________________________________________________
4 SOURCE OF FUNDS*
OO
___________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or (e) / /
___________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
___________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 0 SHARES OF SERIES A CONVERTIBLE PREFERRED STOCK
SHARES ___________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH ___________________________________________________________
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0 SHARES OF SERIES A CONVERTIBLE PREFERRED STOCK
WITH ___________________________________________________________
10 SHARED DISPOSITIVE POWER
___________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 SHARES OF SERIES A CONVERTIBLE PREFERRED STOCK
___________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*/ /
___________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
___________________________________________________________________________
14 TYPE OF REPORTING PERSON*
PN
___________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE> PAGE 3 OF 5 PAGES
STATEMENT PURSUANT TO RULE 13d-1
OF THE
GENERAL RULES AND REGULATIONS
UNDER THE
SECURITIES EXCHANGE ACT OR 1934, AS AMENDED
_________________________________________________________________
_________________________________________________________________
This Amendment No. 4 amends the Statement on Schedule
on 13D dated October 21, 1993 (as so amended, the "Schedule 13D")
as follows:
Item 4. Purpose of Transaction.
______ ______________________
Item 4 is hereby amended by deleting the final two paragraphs
thereof and inserting the following:
On April 25, 1995, the Reporting Person sold 211,077
shares of Preferred Stock in open market transactions at a price
of $18.875 per share. In addition, the Reporting Person sold 507
shares of Common Stock in open market transactions at a price of
$18.875 per share.
The Reporting Person may change any of its current
intentions, acquire additional shares of Common Stock or Series A
Preferred Stock or sell or otherwise dispose of all or any part
of the Common Stock or Series A Preferred Stock beneficially
owned by the Reporting Persons, or take any other action with
respect to Hills or any of its debt or equity securities in any
manner permitted by law. Except as disclosed in this Item 4 and
Item 5, the Reporting Person has no current plans or proposals
which relate to or would result in any of the events described in
Items (a) through (j) of the instructions to Item 4 of Schedule
13D. See also Item 5.
Item 5. Interest in Securities of the Issuer.
______ ____________________________________
Item 5 is hereby amended and restated as follows:
(a) HDS beneficially owns (i) 0 shares of Common
Stock or 0% of the Common Stock of Hills, and (ii) 0 shares of
Series A Preferred Stock or 0% of the Series A Preferred Stock.
<PAGE>
<PAGE> PAGE 4 OF 5 PAGES
(b) The number of shares of Common Stock as to which
there is sole power to vote or to direct the vote, shared power
to vote or to direct the vote, sole power to dispose or direct
the disposition, or shared power to dispose or direct the
disposition for the Reporting Person is set forth in the cover
pages and such information is incorporated herein by this
reference.
(c) Except as disclosed herein, there have been no
reportable transactions with respect to the Common Stock or
Series A Preferred Stock within the last 60 days by the Reporting
Person which have not been reported except for the disposition of
beneficial ownership of the shares of Common Stock being reported
on this Statement.
(d) Not applicable.
(e) On April 25, 1995, the Reporting Person ceased to
be the beneficial owner of more than five percent of the Preferred
Stock of Hills.
Item 6. Contracts, Arrangements, Understandings or Relationships
______ ________________________________________________________
With Respect to the Securities of the Issuer.
____________________________________________
Item 6 is amended and restated as follows:
The responses to Item 4 and Item 5 are incorporated
herein by this reference.
<PAGE>
<PAGE> PAGE 5 OF 5 PAGES
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.
Dated: April 26, 1995
APOLLO HDS PARTNERS, L.P.
By: Apollo Investment Fund, L.P.
By: Apollo Advisors, L.P.,
Managing General Partner
By: Apollo Capital Management, Inc.
General Partner
By: Michael D. Weiner
____________________________
Name: Michael D. Weiner
Title: Vice President, Apollo Capital
Management, Inc.
