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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No.: 2
Name of Issuer: Hills Stores Co.
Title of Class of Securities: Common Stock, Par Value $0.01 per
share
CUSIP Number: 431692102
(Name, Address and Telephone Number of Person
Authorized To Receive Notices and Communications)
Mr. Marko Dimitrijevic,
c/o Everest Capital Limited, Corner House,
20 Parliament St., Hamilton HM 12, Bermuda
(Date of Event which Requires Filing of this Statement)
February 9, 1996
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 line 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
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
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be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 431692102
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Everest Capital Limited
2. Check the Appropriate Box if a Member of a Group
a.
b.
3. SEC Use Only
4. Source of Funds
AF
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
Bermuda
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
481,571 (including Preferred Stock convertible to 1,541
shares)
8. Shared Voting Power:
9. Sole Dispositive Power:
481,571 (including Preferred Stock convertible to 1,541
shares)
10. Shared Dispositive Power:
11. Aggregate Amount Beneficially Owned by Each Reporting Person
481,571 (including Preferred Stock convertible to 1,541
shares)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
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13. Percent of Class Represented by Amount in Row (11)
4.9%
14. Type of Reporting Person
CO
The purpose of this Amendment No. 2 to Schedule 13D is to amend
Everest Capital Limited's (the "Reporting Person") Schedule 13D
dated February 2, 1996 relating to the ownership of the Common
Stock, Par Value $0.01, of Hills Stores Co. (the "Shares").
Based on the total number of 9,798,564 outstanding Shares as of
November 25, 1995, the Reporting Person is deemed to beneficially
own 4.9% of the Shares outstanding.
Item 1. Security and Issuer
No change
Item 2. Identity and Background
No Change
Item 3. Source and Amount of Funds or Other Consideration.
No change
Item 4. Purpose of Transactions.
The Shares held by the above mentioned entities were
acquired for, and are being held for, investment
purposes. The acquisitions of the Shares described
herein were made in the ordinary course of the Reporting
Person's business or investment activities, as the case
may be. The Reporting Person, on behalf of the above
mentioned entities, reserves the right to purchase
additional Shares or to dispose of the Shares in the
open market or in privately negotiated transactions or
in any other lawful manner in the future and to take
whatever action with respect to each of such entities'
holdings of the Shares it deems to be in the best
interests of such entities.
Item 5. Interest in Securities of Issuer.
(a) The Reporting Person is deemed to be the beneficial
owner 480,030 of the Shares and 1,541 shares of
Series A Convertible Preferred Stock, Par Value
$0.10 per share. The Preferred Stock is
convertible into 1,541 Shares. Assuming conversion
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of the Preferred Stock, the Reporting Person is
deemed to be the beneficial owner of 481,571
Shares. Based on the Issuer's total outstanding
shares of 9,798,564, the Reporting Person is deemed
to be the beneficial owner of 4.9% of the Issuer's
outstanding Shares.
(b) The Reporting Person has sole power to vote and to
dispose of the 481,571 Shares.
(c) All transactions in the Shares effected by the
Reporting Person since the most recent filing by
the Reporting Person on Schedule 13D on February 2,
1996 were effected in open-market transactions and
are set forth in Exhibit A hereto.
(d) No other person is known to have the right to
receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of
the Shares.
(e) The Reporting Person ceased to be the beneficial
owner of more than five percent of the Shares on
February 9, 1996.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
No Change
Item 7. Material to be Filed as Exhibits.
Exhibit A. Schedule of Transactions in the Shares
made by the Reporting Person since the
most recent filing by the Reporting
Person on Schedule 13D on February 2,
1996.
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.
February 15, 1996
____________________________
Date
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/s/ Marko Dimitrijevic
____________________________
Signature
Marko Dimitrijevic/President
____________________________
Name/Title
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EXHIBIT A
SCHEDULE OF TRANSACTIONS
Price Per Share
Number of (Excluding
Date Shares Commission)
____ _______________ _____________
2/6/96 (5,400) $10.012
2/7/96 (5,000) 10.125
2/8/96 (74,200) 10.2716
2/9/96 (37,700) 9.6107
00119001.CG2
