Most analysts say they think Starwood will in fact raise its offer, probably by increasing the amount of cash it will pay to ITT shareholders.

Mr. Bollenbach and Hilton have been arguing that ITT shareholders face huge risks if they agree to take on so much of Starwood's stock.

Much to Hilton's dismay, this new split-up may be accomplished without a vote by ITT shareholders.

The split-up has been endorsed by ITT shareholders and is awaiting Internal Revenue Service approval.

Hilton could still significantly raise its bid before a special meeting of ITT shareholders scheduled to be held in Manhattan Nov. 14.

Even as Mr. Koppell was raising questions, ITT shareholders registered their own concerns.

ITT shareholders are scheduled to vote on the takeover on Jan. 26.

That, in turn, would allow the company to pay more cash to arbitragers, another important bloc of ITT shareholders.

For a while yesterday, a day after ITT shareholders essentially approved the Starwood deal, those fears reverberated through Wall Street.

A stock buyback is certainly something Hilton, which is an ITT shareholder, would favor.