SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2 )
Doubletree Corp
(Name of Issuer)
Common
(Title of Class of Securities)
258624 10 5
(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 purposes 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).
(Continued on following page(s))
<PAGE>
CUSIP No. 258624 10 5
Schedule 13G
1
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
RCM Capital Management, L.L.C. 94-3244780
RCM Limited L.P. 94-3004387
RCM General Corporation 94-3132809
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ] (b) [X]
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
RCM Capital Management, L.L.C. - DE Limited
Liability Co.
RCM Limited L.P. - CA Limited Partnership
RCM General Corporation - CA Corporation
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH:
5 SOLE VOTING POWER 3,086,800
6 SHARED VOTING POWER 0
7 SOLE DISPOSITIVE POWER 4,184,735
8 SHARED DISPOSITIVE POWER 112,500
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
4,297,235
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES*
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.84
12
TYPE OF REPORTING PERSON*
RCM Capital Management, L.L.C.-IA,OO
RCM Limited L.P. - PN,HC
RCM General Corporation - CO,HC
<PAGE>
Item 1(a) Name of Issuer:
Doubletree Corp
Item 1(b) Address of Issuer's Principal Executive Offices:
410 N 44th St, Ste 700
Phoenix, AZ 85008
Item 2(a) Name of Person Filing:
RCM Capital Management, L.L.C.
RCM Limited L.P.
RCM General Corporation
Item 2(b) Address of Principal Business Office or, if none,
Residence:
Four Embarcadero Center
San Francisco, California 94111
Item 2(c) Citizenship:
RCM Capital Management, L.L.C.- DE Limited
Liability Co.
RCM Limited L.P. - CA Limited Partnership
RCM General Corporation - CA Corporation
Item 2(d) Title of Class of Securities:
Common
Item 2(e) CUSIP Number:
258624 10 5
Item 3. If this statement is filed pursuant to Rules 13d-1(b),
or 13d-2(b), check whether the person filing is a:
(e) [X] Investment Adviser registered under section 203
of Investment Advisers Act of 1940. *See Exhibit A.
Item 4. Ownership.
See responses to Items 5, 6, 7, 8, 9, and 11 of Cover Page.
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 [ ].
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.
See Exhibit A.
Item 8. Identification and Classification of Members of the
Group.
Not Applicable.
Item 9. Notice of Dissolution of Group.
Not Applicable.
Item 10. Certification.
By signing below I certify that, to the best
of my knowledge and belief, the securities
referred to above were acquired in the ordinary
course of business and were not acquired for the
purpose of and do not have the effect of changing
or influencing the control of the issuer of such
securities and were not acquired in connection
with or as a participant in any transaction having
such purposes or effect.
By /s/ Susan C. Gause
Susan C. Gause
Chief Financial Officer
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.
RCM CAPITAL MANAGEMENT, L.L.C.
By /s/ Susan C. Gause July
9, 1997
Susan C. Gause
Chief Financial Officer
RCM LIMITED L.P.
By /s/ Michael J. Apatoff
July 9, 1997
Michael J. Apatoff
Chief Operating Officer
RCM GENERAL CORPORATION
By /s/ William L. Price
July 9, 1997
William L. Price
Chairman
<PAGE>
EXHIBIT A
RCM Capital Management, L.L.C. ("RCM Capital") is
an investment adviser registered under Section 203
of the Investment Advisers Act of 1940.
RCM Limited L.P. ("RCM Limited") is the Managing
Agent of RCM Capital. RCM Limited has filed this
Schedule 13G pursuant to Rule 13d-1(b)(ii)(G) under
the Securities Exchange Act of 1934 (the "Act").
RCM Limited has beneficial ownership
of the securities reported on this
Schedule 13G only to the extent that RCM Limited
may be deemed to have beneficial ownership of
securities managed by RCM Capital.
RCM General Corporation ("RCM General") is the
General Partner of RCM Limited, the Managing
Agent of RCM Capital. RCM General has filed this
Schedule 13G pursuant to Rule 13d-1(b)(ii)(G)
under the Act. RCM General
has beneficial ownership of the securities reported
on this Schedule 13G only to the extent
RCM General may be deemed to have beneficial
ownership of securities managed by RCM Capital.
RCM Capital, RCM Limited, and RCM General
have agreed to file a joint statement on Schedule
13G under the Act in connection with the common
stock of Doubletree Corp.
RCM Capital, RCM Limited, and RCM General
are responsible for the timely filing of Schedule 13G and
any amendments thereto, and for the completeness and
accuracy of the information concerning each of them
contained therein, but none of them is responsible for the
completeness or accuracy of the information concerning any
other.
RCM CAPITAL MANAGEMENT, L.L.C.
By /s/ Susan C. Gause July
9, 1997
Susan C. Gause
Chief Financial Officer
RCM LIMITED L.P.
By /s/ Michael J. Apatoff
July 9, 1997
Michael J. Apatoff
Chief Operating Officer
RCM GENERAL CORPORATION
By /s/ William L. Price
July 9, 1997
William L. Price
Chairman
