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In January 1997, Hilton Hotel Corporation made an unsolicited (ie, hostile) bid for all shares of ITT Corporation. This case recounts the first seven months of jockeying between Hilton and ITT and gives details on ITT's 'trivestiture' restructuring proposal, which ITT hoped would be a decisive defense against Hilton. The case takes the perspective of Hilton's chief financial officer and invites students to respond as follows: (1) drop out of the bidding or (2) raise the offering price and, if so, by how much. The analytical tasks in the case are to assess ITT's value and to set a bid that improves the likelihood of winning the takeover contest without overpaying.