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ITT Corporation                                       DA 97-1872 
c/o Thomas J. Hutton, Esq.              Released: August 28, 1997
Dow, Lohnes & Albertson
1200 New Hampshire Avenue, N.W.
Suite 800
Washington, D.C.  20036-6802

Hilton Hotels Corporation
HLT Corporation
c/o Diane S. Hinson, Esq.
Morrison & Foerster
2000 Pennsylvania Avenue, N.W.
Washington, D.C.  20006-1888

          Re:  WPXN-TV, New York, New York, File No. BTCCT-970725KE

Dear Counsel:

This letter refers to the above-captioned Form 316 application of ITT Corporation (ITT) for
the pro forma transfer of control of ITT-Dow Jones Television (ITT-Dow Jones), licensee of
WPXN-TV, New York, New York, from ITT to ITT Destinations, Inc. (Destinations), a 
new ITT subsidiary.  Although the application proposes a transfer of ITT's interest in ITT-
Dow Jones from ITT to Destinations, there will be no change in ultimate control because,
following ITT's distribution to its stockholders of its entire interest in Destinations, the
stockholders of the two companies will be the same.

Hilton Hotels Corporation (Hilton) and HLT Corporation (HLT), which commenced an
unsolicited tender offer to purchase a controlling percentage of all of the outstanding shares of
common stock of ITT in January 1997, have filed an objection to ITT's Form 316 application,
which ITT has opposed.  In their objection, HLT and Hilton argue that the Commission should
not rule on ITT's pro forma application before determining whether ITT-Dow Jones is in
compliance with the alien ownership restrictions of Section 310(b) of the Communications Act
(Act).  HLT and Hilton also suggest in a cover letter to their objections that grant of ITT's
application would contravene the principle that the Commission should remain neutral in
hostile takeover contests because grant of ITT's Form 316 application would assist ITT's
efforts to defeat Hilton's unsolicited tender offer.  

We have reviewed Hilton's objections to ITT's Form 316 application and conclude that no
substantial and material question of fact has been raised.  The transfer of control at issue is
clearly pro forma, and ITT has properly filed a Form 316 application, which contains no
inquiries or certifications pertaining to alien ownership.  As the Commission has previously
stated, "we would not require submission of the results of an alien-ownership survey with a
pro forma application for transfer of control" in the "absence of a well-founded question as to
compliance with the Act."  WWOR-TV, Inc., 6 FCC Rcd 193, 198 (1990), recon. denied, 6
FCC Rcd 6569 (1991), app. dismissed sub nom. Garden State Broadcasting L.P. v. FCC, 996
F.2d 386 (D.C. Cir. 1993).  Hilton has not presented any such "well-founded question"
concerning ITT-Dow Jones' compliance with the alien ownership restrictions of Section 310(b)
of the Act.     

Specifically, Hilton contends that ITT-Dow Jones' "qualified" certification of compliance with
Section 310(b), contained in its 1995 long-form application for consent to assign the license of
WPXN-TV from its prior licensee, suggests that ITT-Dow Jones was "less than certain" of its
compliance with that section.  Hilton's arguments here do not take into account a February
1996 amendment to ITT-Dow Jones' long-form application, which included an unqualified
affirmation of compliance with Section 310(b).  The Commission approved the assignment of
the license of WPXN-TV to ITT-Dow Jones in an order released on May 17, 1996.  Hilton's
current claims, made more than a year after this date and in the context of a pro forma transfer
of control application, raise no new factual showings persuading us to revisit this matter and
question ITT-Dow Jones' continued compliance with Section 310(b).

We also disagree with Hilton's suggestion that grant of ITT's Form 316 application would
contravene the neutrality principle followed by the Commission in hostile tender offer cases. 
Neutrality demands that the Commission's actions not favor any party in the contest for
corporate control inherent in hostile tender offer proceedings.  In our view, that means we
should scrupulously follow our established procedures in disposing of applications from and
requests for Commission action by the parties.  In this case, where an undeniably insubstantial
transfer of control is involved, our procedures dictate that we accept the application and act
upon it in the ordinary course.  That is what we have done here, and Hilton has advanced no
persuasive basis for deviating from that standard practice.  Following our review of ITT's
application and Hilton's objections to it, we have determined that the applicants are fully
qualified and that the application is grantable, and we see no reason to refrain from acting on
this pro forma application.

In view of the foregoing, the informal objection of HLT and Hilton IS DENIED.  Having
found that grant of the above-referenced Form 316 application would serve the public interest,
convenience and necessity, the pro forma transfer of control of ITT Corporation's interest in
WPXN-TV to ITT Destinations, Inc. IS GRANTED.

                                   Sincerely,



                                   Roy J. Stewart
                                   Chief, Mass Media Bureau