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                 SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C.  20549

                            SCHEDULE 13D
             Under the Securities Exchange Act of 1934
				   (Amendment #1)

 				 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
                         Andrew R. McCarroll
                  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)


                            January 13, 2003 
             ___________________________________________
                   (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      :    139,000 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)
                                   :    289,000 shares
                                   ________________________________
                                   :(10) SHARED DISPOSITIVE POWER
                                   :     2,978,100 shares 
                                           
___________________________________________________________________
(11)  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
      
      3,267,100 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
      15.6%
___________________________________________________________________
(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
                                     
                                   : 	2,978,100 shares 
                                         
                                   ________________________________
                                   :(9) SOLE DISPOSITIVE POWER
                                   :   
                                   :   None
                                   ________________________________
                                   :(10) SHARED DISPOSITIVE POWER
                                   : 	2,978,100 shares 
                                           
___________________________________________________________________
(11)  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
      
      2,978,100 shares
___________________________________________________________________
(12)  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
      CERTAIN SHARES    
___________________________________________________________________
(13)  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
      14.2%
___________________________________________________________________
(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, a series of Longleaf Partners Funds Trust, a registered investment 
company organized as a Massachusetts business trust and having three series or 
portfolios. Longleaf Partners Small-Cap, which is a 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, 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, nor Mr. Hawkins has been convicted in any criminal 
proceeding.

          (e) During the last five years, neither Southeastern, Longleaf 
Partners Small-Cap 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 is a 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, 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 $ 61,339,383 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 converted its Schedule 13G filing to 
a Schedule 13D filing on May 21, 2001, stating publicly its intention to work 
constructively with management and other parties to accomplish two primary 
objectives: 1) that the Issuer use cheaper third-party debt in lieu of its own 
capital resources to finance franchisee operations; and 2) that the Issuer 
return to shareholders the capital previously devoted to financing through 
share repurchases or dividends. On January 13, 2003, the Issuer stated its 
intentions to accomplish the first objective by transitioning its business 
model from company-financed development of new restaurants to a traditional 
franchise development model. Southeastern supports management's decision to 
exit the low-return financing business and intends to continue working 
constructively with management to pursue the best option to return cash to 
shareholders.

To retain its 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 amending 
its Schedule 13D as stated herein.
	
       

Item 5.  Interest In Securities Of The Issuer

          (a) The aggregate number and percentage of Securities to which this 
Schedule 13D relates is 3,267,100 shares of the common stock of the Issuer, 
constituting approximately 15.6% of the 21,006,298 shares outstanding. The 
reduction in Southeastern's overall percentage since the filing of its initial 
Schedule 13D is a result of an increase in the Issuer's shares outstanding, as 
well as sales of shares for clients in the ordinary course of business in 
connection with adjusting and rebalancing certain client portfolios.

                          Common       %  of outstanding
                          Shares         Common Shares
                           Held
___________________________________________________________________
Voting Authority

Sole:                    139,000             0.7%
Shared:                2,978,100*           14.2%
None:                    150,000             0.7%

Total                  3,267,100            15.6%

 *Consists of shares owned by Longleaf Partners Small-Cap Fund (2,978,100 
shares), a series of Longleaf Partners Funds Trust, an open-end management 
investment company registered under the Investment Company Act of 1940. Does 
not include 848,000 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:                      289,000             1.4%
Shared:                  2,978,100*           14.2%

Total                    3,267,100            15.6%

 *Consists of shares owned by Longleaf Partners Small-Cap Fund (2,978,100 
shares), a series of Longleaf Partners Funds Trust, an open-end management 
investment company registered under the Investment Company Act of 1940. Does 
not include 848,000 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 6 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. and Longleaf Partners Small-Cap 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:  January 17, 2003

SOUTHEASTERN ASSET MANAGEMENT, INC.

By /s/ Andrew R. McCarroll
_______________________________
Andrew R. McCarroll
Vice President & General Counsel

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

By /s/ Andrew R. McCarroll
_______________________________
Andrew R. McCarroll
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 13D with respect
to the Securities of the Issuer and further agree that this joint
filing agreement be included as an exhibit to this Schedule 13D. In
evidence thereof, the undersigned hereby execute this Agreement as
of January 17, 2003.

Southeastern Asset Management, Inc.

                              By  /s/ Andrew R. McCarroll
 					__________________________________
Andrew R. McCarroll
                              Vice President and General Counsel

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

By /s/ Andrew R. McCarroll
_______________________________
Andrew R. McCarroll
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 General Counsel
 E. Andrew McDermott    Vice President
 Joseph L. Ott          Vice President and Treasurer
 Deborah L. Sullivan    Vice President-Trading
 James E. Thompson, Jr. Vice President
 Michael J. Wittke      Vice President and Assistant General Counsel








                  LONGLEAF PARTNERS SMALL-CAP FUND

The following information is disclosed for each of the directors and 
executive officers of Longleaf Partners Small-Cap 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, 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.

Perry C. Steger: Trustee of Longleaf Partners Funds; Director of Products 
Strategy, National Instruments, Inc.



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