SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934

IHOP Corporation
___________________________________________
(Name of Issuer)

Common Stock
___________________________________________
(Title of Class and Securities)

449623107
___________________________________________
(CUSIP Number of Class of Securities)

O. Mason Hawkins
Chairman of the Board and C.E.O.
and
Charles D. Reaves
Vice President & General Counsel

Southeastern Asset Management, Inc.
6410 Poplar Avenue;  Suite 900
Memphis, TN  38119
(901) 761-2474
___________________________________________________________

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

May 18, 2001 
___________________________________________
(Date of Event which Requires
Filing of this Statement)

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 Sections 240.13d-1(e), 240.13d-1(f), or 240.13d-1(g), check 
the following box: [X]

CUSIP No. 449623107                                        13D
___________________________________________________________________
(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)  SOURCE OF FUNDS
OO:  Funds of investment advisory clients
___________________________________________________________________
(5)  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)                 [ ]
___________________________________________________________________
(6)  CITIZENSHIP OR PLACE OF ORGANIZATION
Tennessee
___________________________________________________________________
:(7) SOLE VOTING POWER
:   (Discretionary Accounts)
NUMBER OF SHARES BENEFICIALLY      :    366,800 shares
OWNED BY EACH REPORTING PERSON     ________________________________
WITH                               :(8) SHARED OR NO VOTING POWER

:    2,978,100 shares (Shared)
150,000 shares (None)
________________________________
:(9) SOLE DISPOSITIVE POWER
:   (Discretionary Accounts)
:    516,800 shares
________________________________
:(10) SHARED DISPOSITIVE POWER
:     2,978,100 shares 

___________________________________________________________________
(11)  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,494,900 shares
___________________________________________________________________
(12)  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES  -X- See Item 5(a) 
___________________________________________________________________
(13)  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
17.4%
___________________________________________________________________
(14)  TYPE OF REPORTING PERSON
IA
___________________________________________________________________

CUSIP No. 449623107                                        13D
___________________________________________________________________
(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)  SOURCE OF FUNDS
OO:  Funds of investment company shareholders
___________________________________________________________________
(5)  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)                 [ ]
___________________________________________________________________
(6)  CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
___________________________________________________________________
:(7) SOLE VOTING POWER
:   
NUMBER OF SHARES BENEFICIALLY      :   None 
OWNED BY EACH REPORTING PERSON     ________________________________
WITH                               :(8) SHARED VOTING POWER

:    1,544,100 shares 

________________________________
:(9) SOLE DISPOSITIVE POWER
:   
:   None
________________________________
:(10) SHARED DISPOSITIVE POWER
:    1,544,100 shares 

___________________________________________________________________
(11)  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,544,100 shares
___________________________________________________________________
(12)  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES    
___________________________________________________________________
(13)  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
7.7%
___________________________________________________________________
(14)  TYPE OF REPORTING PERSON
IV
___________________________________________________________________

CUSIP No. 449623107                                        13D
___________________________________________________________________
(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)  SOURCE OF FUNDS
OO:  Funds of investment company shareholders
___________________________________________________________________
(5)  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)                 [ ]
___________________________________________________________________
(6)  CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts
___________________________________________________________________
:(7) SOLE VOTING POWER
:   
NUMBER OF SHARES BENEFICIALLY      :   None
OWNED BY EACH REPORTING PERSON     ________________________________
WITH                               :(8) SHARED VOTING POWER

:    1,434,000 shares

________________________________
:(9) SOLE DISPOSITIVE POWER
:   
:   None
________________________________
:(10) SHARED DISPOSITIVE POWER
:    1,434,000 shares 

___________________________________________________________________
(11)  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,434,000 shares
___________________________________________________________________
(12)  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES    
___________________________________________________________________
(13)  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
7.1%
___________________________________________________________________
(14)  TYPE OF REPORTING PERSON
IV
___________________________________________________________________

CUSIP No. 449623107                                         13D
___________________________________________________________________
(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)  SOURCE OF FUNDS
OO:  None
___________________________________________________________________
(5)  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)                 [ ]
___________________________________________________________________
(6)  CITIZENSHIP OR PLACE OF ORGANIZATION
Citizen of United States
___________________________________________________________________
:(7) SOLE VOTING POWER
:   (Discretionary Accounts)
NUMBER OF SHARES BENEFICIALLY      :    None
OWNED BY EACH REPORTING PERSON     ________________________________
WITH                               :(8) SHARED VOTING POWER

:    None
________________________________
:(9) SOLE DISPOSITIVE POWER

:    None
________________________________
:(10) SHARED DISPOSITIVE POWER

:    None
___________________________________________________________________
(11)  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

None  (See Item 2 )
___________________________________________________________________
(12)  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES
___________________________________________________________________
(13)  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.0%
___________________________________________________________________
(14)  TYPE OF REPORTING PERSON
IN
___________________________________________________________________

Item 1.  Security and Issuer

The class of equity security to which this statement on Schedule 13D 
relates is the common stock (the "Securities") of IHOP Corp., a Delaware 
corporation (the "Issuer").  The Issuer has its principal executive offices 
located at 450 North Brand Boulevard, Glendale, CA 91203-1903. 

Item 2.  Identity and Background

Subparagraphs (a), (b), and (c).  This statement is being filed by 
Southeastern Asset Management, Inc. ("Southeastern"), an investment advisor 
registered with the Securities & Exchange Commission under the Investment 
Advisers Act of 1940, as amended. The address of its principal office is 6410 
Poplar Avenue, Suite 900, Memphis, Tennessee 38119.  Southeastern serves as an
investment advisor to various individual clients, institutions(including 
qualified retirement plans), endowment funds and to Longleaf Partners Small-Cap 
Fund and Longleaf Partners Realty Fund, each a series of Longleaf Partners 
Funds Trust, a registered investment company organized as a Massachusetts 
business trust and having four series or portfolios. Longleaf Partners Small-
Cap Fund and Longleaf Partners Realty Fund, which are joint filers of this 
Schedule 13D, may be reached c/o Southeastern Asset Management, Inc., 6410 
Poplar Avenue, Suite 900, Memphis, Tennessee 38119.  

The Securities of the Issuer reported in Item 5 herein were acquired 
on behalf of the investment advisory clients of Southeastern Asset Management, 
Inc., including Longleaf Partners Small-Cap Fund and Longleaf Partners Realty 
Fund, under sole or shared discretionary authority granted Southeastern. None 
of the Securities are owned by or on behalf of Southeastern or by any of its 
directors or officers, or any Trustees or officers of Longleaf. 

This statement is also being filed by Mr. O. Mason Hawkins, Chairman of 
the Board and Chief Executive Officer of Southeastern, in the event he could be 
deemed to be an indirect beneficial owner of the Securities reported by 
Southeastern through the exercise of voting control and/or dispositive power 
over the Securities as the result of his official positions or ownership of
voting securities of Southeastern.  Neither Southeastern nor Mr. Hawkins owns 
any Securities for its or his own account and each disclaims beneficial 
interest in any of the Securities reported herein.

(d) During the last five years, neither Southeastern, Longleaf 
Partners Small-Cap Fund, Longleaf Partners Realty Fund, nor Mr. Hawkins has 
been convicted in any criminal proceeding.

(e) During the last five years, neither Southeastern, Longleaf 
Partners Small-Cap Fund, Longleaf Partners Realty Fund, nor Mr. Hawkins has 
been a party to any civil or administrative proceeding involving any alleged 
violations of any securities laws.

(f) Southeastern is a corporation organized and existing under the 
laws of the State of Tennessee; Longleaf Partners Funds Trust, of which 
Longleaf Partners Small-Cap Fund and Longleaf Partners Realty Fund are series, 
is a Massachusetts business trust.  Mr. Hawkins is a citizen of the United 
States.  The names, business addresses, and principal occupations of each 
director and executive officer of Southeastern, and each Trustee and executive 
officer of Longleaf Partners Small-Cap Fund and Longleaf Partners Realty Fund, 
are set forth in Schedule I.

Item 3.  Source and Amount of Funds or Other Consideration

The respective investment advisory clients of Southeastern used 
approximately $ 61,785,764 in the aggregate to purchase the Securities reported 
in this filing. All assets used to purchase Securities were assets of these 
respective clients and none were assets of Southeastern. In addition, none of 
the proceeds used to purchase the Securities were provided through borrowings 
of any nature.

Item 4.  Purpose of Transaction

The Securities reported in this filing have been purchased and held 
for investment purposes on behalf of client accounts over which Southeastern 
has either sole or shared discretionary investment or voting power.  The 
Securities are reported by Southeastern and by Mr. O. Mason Hawkins, Chairman 
of the Board and Chief Executive Officer in the event that either should be 
deemed to be a member of a group under Section 13(d)(3) or the beneficial owner 
of these Securities under the provisions of subparagraph (b)of Rule 13d-3 under 
the Securities Exchange Act of 1934. Beneficial ownership on the part of 
Southeastern and Mr. Hawkins as members of a group or as beneficial owners is 
expressly disclaimed, as permitted by Rule 13d-4.  All purchases of Securities 
were made for investment purposes only, in the ordinary course of business of 
Southeastern as a registered investment advisor. Southeastern may purchase 
additional Securities on behalf of clients in the future, or may sell all or a 
part of the current holdings of the Securities.

Southeastern is engaged in the business of investment management of 
its clients' assets and pursues an investment philosophy of identifying 
undervalued situations and acquiring positions in undervalued companies on 
behalf of its clients.  In pursuing this investment philosophy, Southeastern 
analyzes the operations, capital structure and markets of companies in which 
its clients invest and continuously monitors the business operations of such 
companies through analysis of financial statements and other public documents, 
through discussions with knowledgeable industry observers, and with management 
of such companies, often at management's invitation.

Southeastern qualifies as an institution which may elect to file 
securities ownership reports required by the Securities Exchange Act of 1934 on 
Schedule 13G and, as a routine matter, Southeastern utilizes Schedule 13G for 
its reporting of the ownership positions held by its investment advisory 
clients.  As the result of investment analysis or the occurrence of events,
Southeastern may desire to participate in discussions with the particular 
portfolio company's management or with third parties about significant matters 
in which Southeastern may suggest possible courses of action to assist in 
building corporate intrinsic value per share or to cause the Company's true 
economic value to be recognized.  In such situations, Southeastern may elect
to convert a filing on Schedule 13G to a filing on Schedule 13D in order to be 
more active in corporate governance and management matters, and to have the 
ability to enter into discussions with third parties concerning proposed 
corporate transactions of a significant nature.

In this situation, Southeastern intends to work constructively with 
current management and other parties to assist the Issuer in profitably 
selling, monetizing or refinancing its $287 million of long-term receivables 
and returning the proceeds to shareholders via share repurchases and/or 
dividends. Southeastern strongly believes that much cheaper third party debt 
capital should be used to finance the Issuer's high-quality loans; using 
outside capital sources for the Issuer's lending needs will in no way 
jeopardize the company's vital loan origination, servicing, and quality control 
functions; and significant share repurchases at current prices will materially 
boost the company's intrinsic value per share. 

To obtain the necessary flexibility to discuss this proposal, or any 
other action or transaction enumerated in clauses a through j of Item 4 of 
Schedule 13D, with the Issuer's management or with third parties, Southeastern 
is converting its ownership filing on Schedule 13G to a filing on Schedule 13D.

Item 5.  Interest In Securities Of The Issuer

(a) The aggregate number and percentage of Securities to which this 
Schedule 13D relates is 3,494,900 shares of the common stock of the Issuer, 
constituting approximately 17.4% of the 20,136,051 shares outstanding. 

Common       %  of outstanding
Shares         Common Shares
Held
___________________________________________________________________
Voting Authority

Sole:                    366,800             1.8%
Shared:                2,978,100*           14.8%
None:                    150,000             0.8%

Total                  3,494,900            17.4%

*Consists of shares owned by Longleaf Partners Small-Cap Fund (1,544,100 
shares) and Longleaf Partners Realty Fund (1,434,000 shares), each a series of 
Longleaf Partners Funds Trust, an open-end management investment company 
registered under the Investment Company Act of 1940. Does not include 1,005,000 
shares held by two non-discretionary accounts over which the filing parties 
have neither voting nor dispositive authority. Beneficial ownership is 
expressly disclaimed with respect to these shares.

Dispositive Authority

Sole:                      516,800             2.6%
Shared:                  2,978,100*           14.8%

Total                    3,494,900            17.4%

*Consists of shares owned by Longleaf Partners Small-Cap Fund (1,544,100 
shares) and Longleaf Partners Realty Fund (1,434,000 shares), each a series of 
Longleaf Partners Funds Trust, an open-end management investment company 
registered under the Investment Company Act of 1940. Does not include 1,005,000 
shares held by two non-discretionary accounts over which the filing parties 
have neither voting nor dispositive authority. Beneficial ownership is 
expressly disclaimed with respect to these shares.

(b) Southeastern generally has the sole power to dispose of or to 
direct the disposition of the Securities held for discretionary accounts of its 
investment clients, and may be granted the sole power to vote or direct the 
vote of such Securities; such powers may be retained by or shared with the 
respective clients for shared or non-discretionary accounts, for which 
Southeastern generally makes recommendations with respect thereto.  Shares held 
by any Series of Longleaf Partners Funds Trust are reported in the "shared" 
category.

(c) There have been no purchase or sale transactions in the 
Securities during the past sixty days.

(d) The investment advisory clients of Southeastern have the sole 
right to receive and, subject to notice, to withdraw the proceeds from the sale 
of the Securities, and the sole power to direct the receipt of dividends from 
any of the Securities held for their respective accounts.  Such clients may 
also terminate the investment advisory agreements without penalty upon 
appropriate notice. Southeastern does not have an economic interest in any of 
the Securities reported herein.

(e) Not applicable.

Item 6.  Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer

The powers of disposition with respect to Securities owned by 
discretionary private accounts of Southeastern are established in written 
investment advisory agreements between clients and Southeastern, which are 
entered into in the normal and usual course of the business of Southeastern as 
a registered investment advisor and which are generally applicable to all
securities purchased for the benefit of each such discretionary private 
account.  There are no special or different agreements relating to the 
Securities of the Issuer.

The written investment advisory agreements with clients do not 
contain provisions relating to borrowing of funds to finance the acquisition of 
the Securities, acquisition of control, transfer of securities, joint ventures, 
or any of the other transactions listed in the instructions to Item 7 of 
Schedule 13D other than voting of proxies.  In connection with voting, 
Southeastern may be allowed or directed to vote the proxies received by 
accounts classified as "discretionary" or "shared" accounts; such authority is 
generally retained by the clients for accounts classified as "non-
discretionary".

Item 7.  Material to be Filed as an Exhibit

Schedule I.  Information with Respect to Directors and Officers of Southeastern 
Asset Management, Inc., Longleaf Partners Small-Cap Fund, and Longleaf Partners 
Realty Fund. 

SIGNATURES

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.

Dated:  May 21, 2001

SOUTHEASTERN ASSET MANAGEMENT, INC.

By /s/ Charles D. Reaves
_______________________________
Charles D. Reaves
Vice President & General Counsel

LONGLEAF PARTNERS SMALL-CAP FUND
LONGLEAF PARTNERS REALTY FUND 
By: Southeastern Asset Management, Inc.

By /s/ Charles D. Reaves
_______________________________
Charles D. Reaves
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 May 21, 2001.

Southeastern Asset Management, Inc.

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

Longleaf Partners Small-Cap Fund  
Longleaf Partners Realty Fund

By: Southeastern Asset Management, Inc.

By /s/ Charles D. Reaves
_______________________________
Charles D. Reaves
Vice President & General Counsel

O. Mason Hawkins, Individually

/s/ O. Mason Hawkins
_______________________________

SCHEDULE I

Information with Respect to Executive
Officers and Directors

The following information is disclosed for each of the directors and 
executive officers of Southeastern: name; business address; and present 
principal occupation or employment and the name, principal business and address 
of any corporation or other organization in which such employment is conducted.
Unless otherwise specified, the principal employer of each such individual
is Southeastern Asset Management, Inc., having its principal executive offices 
located at 6410 Poplar Ave., Suite 900, Memphis, Tennessee 38119.  Each 
individual identified below is a citizen of the United States.

To the knowledge of management of Southeastern, during the last five years, 
no such person has been convicted in a criminal proceeding (excluding traffic 
violations or similar misdemeanors), and no such person was a party to a civil 
proceeding of a judicial or administrative body of competent jurisdiction as a 
result of which he was or is subject to a judgment, decree or final order 
enjoining future violations of, or prohibiting or mandating activities subject 
to, federal or state securities law or finding any violation with respect to 
such laws.

SOUTHEASTERN ASSET MANAGEMENT, INC.
Directors

O. Mason Hawkins: Director, Chairman of the Board and Chief Executive Officer 
of Southeastern Asset Management, Inc.; Chairman of the Board, Chief Executive 
Officer, Co-Portfolio Manager of Longleaf Partners Funds.

G. Staley Cates:        Director and President of Southeastern Asset Management, 
Inc.; Trustee, President and Co-Portfolio Manager Longleaf Partners Funds.

Frank N. Stanley, III:  Director and Vice President of Southeastern Asset 
Management, Inc.

Other Officers

James H. Barton        Vice President
John B. Buford         Vice President
C. T. Fitzpatrick      Vice President
Lee B. Harper          Vice President
Randy D. Holt          Vice President and Secretary
Andrew R. McCarroll    Vice President and Assistant General Counsel
E. Andrew McDermott    Vice President
Joseph L. Ott          Vice President and Treasurer
Charles D. Reaves      Vice President and General Counsel
Deborah L. Sullivan    Vice President-Trading
James E. Thompson, Jr. Vice President

LONGLEAF PARTNERS SMALL-CAP FUND
LONGLEAF PARTNERS REALTY FUND

The following information is disclosed for each of the directors and 
executive officers of Longleaf Partners Small-Cap Fund and Longleaf Partners 
Realty Fund: name; address; and present principal occupation or employment and 
the name, principal business and address of any corporation or other 
organization in which such employment is conducted. Each individual identified 
below is a citizen of the United States. The address of each individual for 
purposes of correspondence is c/o Southeastern Asset Management, Inc., 6410 
Poplar Avenue, Suite 900, Memphis, Tennessee 38119.

To the knowledge of management of Longleaf Partners Small-Cap Fund and 
Longleaf Partners Realty Fund, during the last five years, no such person has 
been convicted in a criminal proceeding (excluding traffic violations or 
similar misdemeanors), and no such person was a party to a civil proceeding of 
a judicial or administrative body of competent jurisdiction as a result of 
which he was or is subject to a judgment, decree or final order enjoining 
future violations of, or prohibiting or mandating activities subject to, 
federal or state securities law or finding any violation with respect to such 
laws. 

Trustees 

O. Mason Hawkins: Director, Chairman of the Board and Chief Executive Officer 
of Southeastern Asset Management, Inc.; Chairman of the Board, Chief Executive 
Officer, Co-Portfolio Manager of Longleaf Partners Funds.

G. Staley Cates: Director and President of Southeastern Asset Management, Inc.; 
Trustee, President and Co-Portfolio Manager Longleaf Partners Funds.

Chadwick H. Carpenter, Jr.: Trustee of Longleaf Partners Funds; private 
investor and consultant.

Margaret H. Child: Trustee of Longleaf Partners Funds; Director of Business 
Development for a Boston law firm.

Daniel W. Connell, Jr.: Trustee of Longleaf Partners Funds; Senior Vice 
President-Marketing, Jacksonville Jaguars, Ltd.

Steven N. Melnyk: Trustee of Longleaf Partners Funds; private investor and 
consultant.

C. Barham Ray: Trustee of Longleaf Partners Funds; Chairman of the Board and 
Secretary, SSM Corporation.

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HOP13D.doc