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                 SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C.  20549

                            SCHEDULE 13G
             Under the Securities Exchange Act of 1934

                         (Amendment No. 2)*

                             IHOP CORP.
             ------------------------------------------
                          (Name of Issuer)


                            Common Stock
             -------------------------------------------
                  (Title of Class and Securities)

                             449623107
             --------------------------------------------
               (CUSIP Number of Class of Securities)



* 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 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 be subject to all

other provisions of the Act (however, see the Notes).





                  (Continued on following page(s))


CUSIP No.  449623107                                        13G
- -------------------------------------------------------------------
(1)  NAMES OF REPORTING PERSONS
     Southeastern Asset Management, Inc.      I.D. No. 62-0951781
- -------------------------------------------------------------------
(2)  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
                                              (a)
                                              (b) X
- -------------------------------------------------------------------
(3)  SEC USE ONLY
- -------------------------------------------------------------------
(4)  CITIZENSHIP OR PLACE OF ORGANIZATION
     Tennessee
- -------------------------------------------------------------------
                                   :(5) SOLE VOTING POWER
                                   :   (Discretionary Accounts)
NUMBER OF SHARES BENEFICIALLY      :     251,400 shares
OWNED BY EACH REPORTING PERSON     --------------------------------
WITH                               :(6) SHARED OR NO VOTING POWER
                                   :    1,546,700 shares (Shared)
                                          75,000 shares (None)
                                   --------------------------------
                                   :(7) SOLE DISPOSITIVE POWER
                                   :   (Discretionary Accounts)
                                   :     326,400 shares
                                   --------------------------------
                                   :(8)  SHARED DISPOSITIVE POWER
                                   :     1,546,700 shares
- -------------------------------------------------------------------
(9)  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
      (Discretionary & Non-discretionary Accounts)
      1,873,100 shares
- -------------------------------------------------------------------
(10)  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
      CERTAIN SHARES
- -------------------------------------------------------------------
(11)  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
      19.8 %
- -------------------------------------------------------------------
(12)  TYPE OF REPORTING PERSON
      IA
- -------------------------------------------------------------------











CUSIP No.  449623107                                         13G
- -------------------------------------------------------------------
(1)  NAMES OF REPORTING PERSONS
     Longleaf Partners Realty Fund             I.D. No. 62-1616883
- -------------------------------------------------------------------
(2)  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
                                              (a)
                                              (b) X
- -------------------------------------------------------------------
(3)  SEC USE ONLY
- -------------------------------------------------------------------
(4)  CITIZENSHIP OR PLACE OF ORGANIZATION
     Massachusetts business trust
- -------------------------------------------------------------------
                                   :(5) SOLE VOTING POWER
                                   :
NUMBER OF SHARES BENEFICIALLY      :     None
OWNED BY EACH REPORTING PERSON     --------------------------------
WITH                               :(6) SHARED VOTING POWER

                                   :     993,800 shares
                                   --------------------------------
                                   :(7) SOLE DISPOSITIVE POWER
                                   :
                                   :     None
                                   --------------------------------
                                   :(8)  SHARED DISPOSITIVE POWER

                                   :     993,800 shares
- -------------------------------------------------------------------
(9)  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      993,800 shares
- -------------------------------------------------------------------
(10)  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
      CERTAIN SHARES
- -------------------------------------------------------------------
(11)  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
      10.5 %
- -------------------------------------------------------------------
(12)  TYPE OF REPORTING PERSON
      IV
- -------------------------------------------------------------------










CUSIP No.  449623107                                         13G
- -------------------------------------------------------------------
(1)  NAMES OF REPORTING PERSONS
     Longleaf Partners Small-Cap Fund         I.D. No. 62-1376170
- -------------------------------------------------------------------
(2)  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
                                              (a)
                                              (b) X
- -------------------------------------------------------------------
(3)  SEC USE ONLY
- -------------------------------------------------------------------
(4)  CITIZENSHIP OR PLACE OF ORGANIZATION
     Massachusetts business trust
- -------------------------------------------------------------------
                                   :(5) SOLE VOTING POWER
                                   :   (Discretionary Accounts)
NUMBER OF SHARES BENEFICIALLY      :     None
OWNED BY EACH REPORTING PERSON     --------------------------------
WITH                               :(6) SHARED VOTING POWER
                                   :     552,900 shares
                                   --------------------------------
                                   :(7) SOLE DISPOSITIVE POWER
                                   :   (Discretionary Accounts)
                                   :     None
                                   --------------------------------
                                   :(8)  SHARED DISPOSITIVE POWER
                                   :      552,900 shares
- -------------------------------------------------------------------
(9)  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

          552,900 shares
- -------------------------------------------------------------------
(10)  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
      CERTAIN SHARES
- -------------------------------------------------------------------
(11)  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
       5.8%
- -------------------------------------------------------------------
(12)  TYPE OF REPORTING PERSON
      IV
- -------------------------------------------------------------------












CUSIP No. 449623107                                         13G
- -------------------------------------------------------------------
(1)  NAMES OF REPORTING PERSONS
     O. Mason Hawkins                         I.D. No. 257-72-3256
- -------------------------------------------------------------------
(2)  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
                                              (a)
                                              (b) X
- -------------------------------------------------------------------
(3)  SEC USE ONLY
- -------------------------------------------------------------------
(4)  CITIZENSHIP OR PLACE OF ORGANIZATION
     Citizen of United States
- -------------------------------------------------------------------
                                   :(5) SOLE VOTING POWER
                                   :   (Discretionary Accounts)
NUMBER OF SHARES BENEFICIALLY      :    None
OWNED BY EACH REPORTING PERSON     --------------------------------
WITH                               :(6) SHARED VOTING POWER

                                   :    None
                                   --------------------------------
                                   :(7) SOLE DISPOSITIVE POWER

                                   :    None
                                   --------------------------------
                                   :(8) SHARED DISPOSITIVE POWER

                                   :    None
- -------------------------------------------------------------------
(9)  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

       None  (See Item 3 )
- -------------------------------------------------------------------
(10)  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
      CERTAIN SHARES
- -------------------------------------------------------------------
(11)  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
      0.0%
- -------------------------------------------------------------------
(12)  TYPE OF REPORTING PERSON
      IN
- -------------------------------------------------------------------









 
Item 1.

     (a). Name of Issuer: IHOP CORP. ("Issuer")

     (b). Address of Issuer's Principal Executive Offices:

          525 North Brand Boulevard
          Glendale, CA 91203-1903
Item 2.

     (a) and (b). Names and Principal Business Addresses of
         Persons Filing:

         (1). Southeastern Asset Management, Inc.
              6075 Poplar Ave., Suite 900
              Memphis, TN 38119

         (2). Longleaf Partners Realty Fund and Longleaf
               Partners Small-Cap Fund, two series of
               Longleaf Partners Funds Trust
              6075 Poplar Ave., Suite 900
              Memphis, TN 38119

         (3). Mr. O. Mason Hawkins
              Chairman of the Board and C.E.O.
              Southeastern Asset Management, Inc.
              6075 Poplar Ave., Suite 900
              Memphis, TN 38119


     (c). Citizenship:

          Southeastern Asset Management, Inc. - A Tennessee
            corporation

          Longleaf Partners Realty Fund and Longleaf Partners
            Small-Cap Fund, which are series of Longleaf
            Partners Funds Trust, a Massachusetts business
            trust.

          Mr. O. Mason Hawkins - U.S. Citizen

     (d). Title of Class of Securities:  Common Stock (the
            "Securities").

     (e). Cusip Number:  449623107

Item 3.  If this statement is filed pursuant to Rules 13d-1
 (b) or 13d-2 (b), check whether the person filing is a:

     (d). Investment Company registered under Sec. 8 of the
          Investment Company Act- Longleaf Partners Realty
          Fund and Longleaf Partners Small-Cap Fund, series
          of Longleaf Partners Funds Trust.

     (e). Investment Advisor registered under Section 203 of
          the Investment Advisers Act of 1940.  This
          statement is being filed by Southeastern Asset
          Management, Inc. as a registered investment
          adviser. All of the securities covered by this
          report are owned legally by Southeastern's
          investment advisory clients and none are owned
          directly or indirectly by Southeastern.  As
          permitted by Rule 13d-4, the filing of this
          statement shall not be construed as an admission
          that Southeastern Asset Management, Inc. is the
          beneficial owner of any of the securities covered
          by this statement.

     (g). Parent Holding Company.  This statement is also
          being filed by Mr. O. Mason Hawkins, Chairman of
          the Board and C.E.O. of Southeastern Asset
          Management, Inc. in the event he could be deemed to
          be a controlling person of that firm as the result
          of his official positions with or ownership of its
          voting securities. The existence of such control is
          expressly disclaimed.  Mr. Hawkins does not own
          directly or indirectly any securities covered by
          this statement for his own account.  As permitted
          by Rule 13d-4, the filing of this statement shall
          not be construed as an admission that Mr. Hawkins
          is the beneficial owner of any of the securities
          covered by this statement.

Item 4. Ownership:

     (a). Amount Beneficially Owned: (At 3/31/97)
            1,873,100 shares

     (b). Percent of Class: 19.8 %

          Above percentage is based on 9,467,000 shares of
          Common Stock outstanding at 11/07/96.

     (c). Number of shares as to which such person has:

          (i).   Sole power to vote or to direct the vote:

                 251,400 shares

          (ii).  Shared or no power to vote or to direct the
                 vote:

                 Shared - 1,546,700 shares; Consists of
                 552,900 shares owned by Longleaf Partners
                 Small-Cap Fund and 993,800 shares owned by
                 Longleaf Partners Realty Fund, which are
                 series of Longleaf Partners Funds Trust, an
                 open-end management investment company
                 registered under the Investment Company Act
                 of 1940.

                 No power to vote - 75,000 shares.

          (iii). Sole power to dispose or to direct the
                 disposition of:

                 326,400 shares

          (iv).  Shared power to dispose or to direct the
                 disposition of:

                 1,546,700 shares; Consists of 552,900 shares
                 owned by Longleaf Partners Small-Cap Fund
                 and 993,800 shares owned by Longleaf
                 Partners Realty Fund, which are series of
                 Longleaf Partners Funds Trust, an open-end
                 management investment company registered
                 under the Investment Company Act of 1940.

Item 5. Ownership of Five Percent or Less of a Class: N.A.


Item 6. Ownership of More Than Five Percent on Behalf of
        Another Person:  N/A


Item 7. Identification and Classification of the Subsidiary
        Which Acquired the Security Being Reported on By the
        Parent Holding Company:  N/A


Item 8. Identification and Classification of Members of the
        Group:  N/A


Item 9. Notice of Dissolution of Group:  N/A



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 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.
                             Signatures

After reasonable inquiry and to the best of the knowledge and
belief of the undersigned, the undersigned certifies that the
information set forth in this statement is true, complete, and
correct.

Dated: April 4, 1997

Southeastern Asset               Longleaf Partners Small-Cap Fund
Management, Inc.                 Longleaf Partners Realty Fund

By  /s/ Charles D. Reaves         By  /s/ Charles D.  Reaves
- ---------------------------       --------------------------
Charles D. Reaves                    Charles D. Reaves
Vice President and                   Executive Vice President
  General Counsel


O. Mason Hawkins, Individually

/s/ O. Mason Hawkins
- -----------------------

                       Joint Filing Agreement


In accordance with Rule 13d-1(f) under the Securities Exchange Act
of 1934, the persons or entities named below agree to the joint
filing on behalf of each of them of this Schedule 13G with respect
to the Securities of the Issuer and further agree that this joint
filing agreement be included as an exhibit to this Schedule 13G. In
evidence thereof, the undersigned hereby execute this Agreement as
of the 4th day of April, 1997.

Southeastern Asset                Longleaf Partners Small-Cap Fund
Management, Inc.                  Longleaf Partners Realty Fund

By  /s/ Charles D. Reaves         By  /s/ Charles D.  Reaves
- ---------------------------       --------------------------
Charles D. Reaves                    Charles D. Reaves
Vice President and                   Executive Vice President
  General Counsel


O. Mason Hawkins, Individually

/s/ O. Mason Hawkins
- -----------------------