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OMB APPROVAL OMB Number:3235-0145 Expires:October 31, 1994 Estimated average burden hours per form 14.90 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) HSN, INC. (Name of Issuer) COMMON STOCK - --------------------------------------------------------------------------- (Title of Class of Securities) 40429R109 (CUSIP Number) Check the following box if a fee is being paid with the statement / /. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) * 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 disclosures provided in a prior cover page. The information required on 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). SEC 1746 (12-91) SCHEDULE 13G CUSIP No. 40429R109 Page 2 of 5 Pages - --------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON SS OR IRS IDENTIFICATION NO. OF ABOVE PERSON SNYDER CAPITAL MANAGEMENT, INC. - --------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a)/ / (b)/ / - --------------------------------------------------------------------------- 3 SEC USE ONLY - --------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION CALIFORNIA - --------------------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER SHARES 129,965 BENEFICIALLY -------------------------------------------------- OWNED BY 6 SHARED VOTING POWER EACH 1,677,545 REPORTING -------------------------------------------------- PERSON 7 SOLE DISPOSITIVE POWER WITH 129,965 -------------------------------------------------- 8 SHARED DISPOSITIVE POWER 1,832,360 - --------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,962,325 - --------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / - --------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.5% - --------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* IA - --------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13G CUSIP No. 40429R109 Page 3 of 5 Pages ITEM 1. (a) The name of the issuer is HSN, Inc. ("HSN"). (b) The principal executive office of HSN is located at 2501 118th Avenue North, St. Petersburg, FL 33716. ITEM 2. (a) The name of the person filing this statement is Snyder Capital Management, Inc. ("SCM"). (b) The principal business office of SCM is located at 350 California Street, Suite 1460, San Francisco, CA 94104. (c) SCM is a California corporation. (d) This statement relates to shares of Common Stock of HSN (the "Stock"). (e) The CUSIP number of the Stock is 40429R109. ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B), CHECK WHETHER THE PERSON FILING IS A: (a) / / Broker or Dealer registered under Section 15 of the Act. (b) / / Bank as defined in section 3(a)(6) of the Act. (c) / / Insurance Company as defined in section 3(a)(19) of the Act. (d) / / Investment Company registered under section 8 of the Investment Company Act. (e) /XX/ Investment Adviser registered under section 203 of the Investment Advisers Act of 1940. (f) / / Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see section 240.13d-1(b)(1)(ii)(F). (g) / / Parent Holding Company, in accordance with section 240.13d- 1(b)(1)(ii)(G) (h) Group, in accordance with section 240.13d-1(b)(1)(ii)(H) SCHEDULE 13G CUSIP No. 40429R109 Page 4 of 5 Pages ITEM 4. OWNERSHIP. (a) SCM beneficially owns 1,962,325 shares of the Stock. (b) SCM beneficially owns 5.5% of the Stock outstanding. (c) (i) SCM has the sole power to vote or to direct the vote of 129,965 shares of the Stock. (ii) SCM has the shared power to vote or to direct the vote of 1,677,545 shares of the Stock. (iii) SCM has the sole power to dispose or to direct the disposition of 129,965 shares of the Stock. (iv) SCM has the shared power to dispose or to direct the disposition of 1,832,360 shares of the Stock. ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following / /. Instruction: Dissolution of a group requires a response to this item. ITEM. 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON SCM is a registered investment adviser whose clients have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Stock. No individual client's holdings of the Stock are more than 5 percent of the class. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY Not applicable. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP Not applicable. SCHEDULE 13G CUSIP No. 40429R109 Page 5 of 5 Pages ITEM 9. NOTICE OF DISSOLUTION OF GROUP Not applicable. 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 of 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. SIGNATURE 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: February 12, 1997 SNYDER CAPITAL MANAGEMENT, INC. By: _________________________________ Steven J. Block, Vice President C:\DMS\3321\002\0199318.WP