SC 13D/A

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D
                               (Amendment No. 3)*
                                       of
                           Tweedy, Browne Company LLC

                    Under the Securities Exchange Act of 1934

                          HOLLINGER INTERNATIONAL INC.
                                (Name of Issuer)

                Class A - Common Stock, Par Value $.01 per share
                         (Title of Class of Securities)

                                    435569108
                                 (CUSIP Number)

                              Christopher H. Browne
                                 350 Park Avenue
                            New York, New York 10022
                                 (212) 916-0600
                 (Name, Address and Telephone Number of Persons
                Authorized to Receive Notices and Communications)

                                  June 17, 2004
             (Date of Event which Required 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 Rule 13d-1(b)(3) or (4), check the following box [X].

Check the following box if a fee is 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 the provisions of the Act (however, see the Notes).




CUSIP No. 435569108
- --------------------------------------------------------------------------------
(1)    Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
        Tweedy, Browne Company LLC ("TBC")
- --------------------------------------------------------------------------------
(2)      Check the Appropriate Box if a Member of a Group (See Instructions)
                                                             (a)[ ]
                                                             (b)[x]
- --------------------------------------------------------------------------------
(3)    SEC Use Only

- --------------------------------------------------------------------------------
(4)    Source of Funds (See Instructions)
        00
- --------------------------------------------------------------------------------
(5)    Check if Disclosure of Legal Proceedings is Required Pursuant to Items
       (2)(d) or 2(e)                                                        [ ]
- --------------------------------------------------------------------------------
(6)    Citizenship or Place of Organization

        Delaware
- --------------------------------------------------------------------------------
                       (7)   Sole Voting Power
                                TBC has sole voting power with respect to
                                12,880,755 shares held in certain TBC accounts
                                (as hereinafter defined). Additionally, certain
                                of the members of TBC may be deemed to have sole
                                power to vote certain shares as more fully set
                                forth herein.

Number of Shares       ---------------------------------------------------------
Beneficially           (8)   Shared Voting Power
Owned by Each
Reporting Person                0 shares
With                   ---------------------------------------------------------
                       (9)   Sole Dispositive Power
                                0 shares, except that certain of the members of
                                TBC may be deemed to have sole power to vote
                                certain shares as more fully set forth herein.

                       ---------------------------------------------------------
                       (10)  Shared Dispositive Power
                                12,934,030 shares held in accounts of TBC (as
                                hereinafter defined).
- --------------------------------------------------------------------------------
(11)   Aggregate Amount Beneficially Owned by Each Reporting Person

        12,934,030 shares
- --------------------------------------------------------------------------------
(12)   Check if the Aggregate Amount in Row (11) Excludes Certain Shares
        (See Instructions)                                                 [x]
- --------------------------------------------------------------------------------
(13)   Percent of Class Represented by Amount in Row (11)
        18.03%
- --------------------------------------------------------------------------------
(14)   Type of Reporting Person (See Instructions)
        BD, IA & 00
- --------------------------------------------------------------------------------



PRELIMINARY NOTE

      This Amendment No. 3 to a Statement on Schedule 13D (the "Amendment No.
3") is being filed by Tweedy, Browne Company LLC ("TBC"), which may be deemed to
be the beneficial owner in the aggregate of in excess of 5% of the Class A -
Common Stock of Hollinger International Inc. This Amendment No. 3 amends an
Amendment No. 2 to a Statement on Schedule 13D filed by TBC and dated July 10,
2003. However, the filing of this Amendment No. 3 should not be deemed an
admission that TBC comprises a group within the meaning of Section 13(d)(3) of
the Securities and Exchange Act of 1934, as amended (the"Act").

      This Amendment No. 3 relates to the Class A - Common Stock, $.01 par value
(the "Common Stock"), of Hollinger International Inc. (the "Company"), which, to
the best knowledge of the person filing this Schedule 13D, is a company
organized under the laws of Delaware, with its principal executive offices
located at 401 North Wabash Avenue, Suite 740, Chicago, Illinois 60611.

      This Amendment No. 3 contains information regarding shares of Common Stock
that may be deemed to be beneficially owned by TBC. Such shares are held in the
accounts of various customers of TBC (the "TBC Accounts") , with respect to
which TBC has obtained sole or shared voting power.

      Other than as set forth below, to the best knowledge of TBC, there has
been no material change in the information set forth in response to Items 1, 2,
and 6 of the Statement, as amended. Accordingly, those Items are omitted from
this Amendment No. 3.

ITEM 3. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION

      As of the date hereof, the number of shares with respect to which TBC may
be deemed to be the beneficial owner is 12,934,030 shares of Common Stock (the
"TBC Shares"). The aggregate cost of the TBC Shares, including brokerage
commissions, was $145,979,769.13.

      The TBC Shares are held in the TBC Accounts, the funds therefore coming
from the funds on hand in each individual managed account. In some instances,
certain TBC accounts have access to funds that may come from standard margin
account borrowings from brokerage accounts maintained at Bear, Stearns
Securities Corp. To date, none of the TBC accounts have utilized margin account
borrowings relating to their interest in the Common Stock. It is expected that
funds used by the TBC Accounts to purchase additional shares of Common Stock, if
additional shares are purchased by the TBC Accounts (see Item 4 hereof), will
come from the funds on hand for each individual managed account, which funds on
hand at any time and from time to time may include, among others, funds borrowed
pursuant to margin accounts maintained at Bear, Stearns Securities Corp.
Borrowings made by certain TBC Accounts pursuant to such margin accounts are
secured by margin securities owned by the respective accounts, including some of
the TBC Shares. Interest on outstanding borrowings under such margin accounts
ranges from 1/2% to 3 1/4% over the brokers' call rate in effect from time to
time at Chase Manhattan Bank, New York, New York, depending upon the amount of
outstanding borrowings at any given time.

ITEM 4. PURPOSE OF TRANSACTION

      This serves to amend Item 4 of Schedule 13D filings made by TBC dated May
19, 2003 , June 11, 2003 and July 10, 2003. The purpose of this filing is to
disclose that TBC has sent a letter (attached hereto as Exhibit 1) to the
special committee of the Board of Directors of the Company. TBC's letter
expresses appreciation for the work that the special committee has done to date
in addressing issues raised by TBC last year and previously disclosed in TBC's
prior 13D filings, namely seeking to recover the funds that TBC believes
shareholders have been deprived of as the result of actions taken by former
executives of the Company. The letter, however, also reiterates TBC's prior
demands that the special committee pursue all parties who appear to bear
responsibility, including the members of the Board of Directors serving during
the time the actions of the Company's former executives took place. If no action
is forthcoming, TBC will deem its original demands made on the Company's board
for action to remedy the wrongful acts of the Company's former executives as
having been wrongfully refused.

      These matters including the filing of this demand may cause or result in
TBC having discussions with third parties, shareholders and management regarding
one or more of the actions or transactions described in clause (a) through (j)
of Item 4 of the Schedule 13D form.

      ITEM 5. INTEREST IN SECURITIES OF THE ISSUER



      (a) As of the date hereof, TBC may be deemed to be the beneficial owner of
an aggregate of 12,934,030 shares of Common Stock, which constitutes
approximately 18.03% of the 71,700,453 shares of Common Stock which TBC believes
to be the total number of shares of Common Stock outstanding. The TBC Shares are
held in the TBC Accounts.

      Also included in the TBC Shares are 905 shares of Common Stock held in a
certain TBC Account for a charitable foundation of which Christopher H. Browne
is a trustee. Mr. Browne is a Member of the Management Committee of TBC.


      TBC disclaims that it is the beneficial owner of any of the shares of
Common Stock held in the TBC Accounts. The aggregate number of shares of Common
Stock with respect to which TBC could be deemed to be the beneficial owner as of
the date hereof, is 12,934,030 shares, which constitutes approximately 18.03% of
the 71,700,453 shares of Common Stock, which the filing person believes to be
the total number of shares of Common Stock outstanding, but nothing contained
herein shall be construed as an admission that TBC is the beneficial owner of
any of the TBC Shares.

      The aggregate number of shares and percentage of Common Stock with respect
to which each of the Members may be deemed to be the beneficial owner by reason
of his being a member of TBC, is 12,934,030 shares, which constitutes
approximately 18.03% of the 71,700,453 shares of Common Stock outstanding.

      Except as described herein, to the best knowledge of TBC, no person who
may be deemed to comprise a group with TBC or any other person named in Item 2
of the Statement, beneficially owns any shares of Common Stock.

      (b)   TBC has investment discretion with respect to 12,934,030 shares of
Common Stock held by the TBC Accounts and has shared power to dispose or direct
the disposition of all of such shares. Of these shares of Common Stock, TBC has
sole power to vote or to direct the voting of 12,880,755 shares of Common Stock
held in certain TBC Accounts.

            Each of the Members of TBC, solely by reason of their positions as
such, may be deemed to have (i) shared power to dispose of or to direct the
disposition of all of the shares of Common Stock held in the TBC Accounts; and
(ii) sole power to vote or direct the vote of 12,880,755 shares of Common Stock
held in certain TBC Accounts.

      (c)   Transactions in Common Stock effected by TBC during the sixty-day
period ended as of the date hereof are set forth below:


      (d)



TBC Accounts     No of shares purchased    No of shares sold      Price per share
                                                         
  05/24/04                                       2,075                 $ 18.03
  05/25/04                                       1,055                 $ 17.74
  05/27/04                                       1,350                 $ 17.69
  05/27/04                                         950                 $ 17.65
  06/03/04                                      12,000                 $ 17.59


     (d)   To the best knowledge of TBC, each of the persons maintaining an
account with TBC has the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the shares of Common Stock
held in said person's TBC Account.

      (e)   Not applicable.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

      See Exhibit 1 attached hereto.



                                    SIGNATURE

      Tweedy, Browne Company LLC, after reasonable inquiry and to the best of
its knowledge and belief, hereby certifies that the information set forth in
this Amendment No. 3 is true, complete and correct.

                                              TWEEDY, BROWNE COMPANY LLC

                                              By: /s/ Christopher H. Browne
                                                  ------------------------------
                                                  Christopher H. Browne
                                                  Member

Dated: June 18, 2004

EX-99.1

VIA FACSIMILE AND FEDERAL EXPRESS

June 17, 2004

Mr. Gordon Paris
The Hon. Raymond G.H. Seitz
Mr. Graham W. Savage
Hollinger International Inc.
712 Fifth Avenue
New York, New York 10022

Gentlemen:

      On May 10, 2004, on behalf of my client, Tweedy, Browne Company LLC,
Christopher H. Browne wrote the attached letter to you, inquiring why the
special committee has not caused Hollinger International Inc. (the "Company") to
file suit in federal court against those present and former outside directors of
the Company, and auditors, who enabled Conrad Black and his associates to
deprive the Company's shareholders of an amount you estimated to total $380.6
million. To date, Mr. Browne has not received a reply.

      Your failure to respond to Mr. Browne's letter, coupled with your inaction
and your comments in recent months, has led us to conclude, reluctantly and
tentatively, that the special committee is not committed to pursuing all
responsible parties, and is not committed to recovering the full amount
wrongfully diverted from the Company. I say reluctantly because we are deeply
appreciative of your effort and dedication in pursuing the Strategic Process,
and in pursuing Conrad Black and his associates. I say tentatively because we
wish to provide you a final opportunity to demonstrate that your paramount
objective is the welfare of the Company and its stockholders, and not the
welfare of your colleagues on the Board of Directors.

      In his meetings with us, Gordon has spoken candidly of your need for
allies. Certainly, the Company is served well when a majority of the Board is
determined to pursue strategic objectives that are in the best interest of all
stockholders. The duty of the special committee, however, is to investigate
wrongdoing and pursue all the responsible parties, even if that includes the
rest of the Board. Indeed, the special committee was created, and new directors
were appointed, because none of the incumbent directors could properly
investigate themselves. The time has come for the special committee to
demonstrate its independence, and to act on the demand letters we delivered over
a year ago.

         For example, since 2001 we have been asking how the directors permitted
excessive



payments to be made under the Management Services Agreements. We received a
partial answer in the documents forwarded to us pursuant to our 220 demand. Your
federal Complaint alleges that $203.5 million of the amounts paid pursuant to
the Management Services Agreements were excessive. All of that $203.5 million
was approved by the audit committee. No director exercised proper oversight. But
for the conduct of the directors unnamed in the federal Complaint, the looting
could not have occurred. As you surely know, Delaware law imposes personal
liability on outside directors who fail to make any good faith attempt to
exercise business judgment. Just a month ago, in the Emerging Communications
case, Justice Jacobs of the Delaware Supreme Court found personal liability
against an outside director who "consciously and intentionally disregarded" his
responsibility to safeguard the minority stockholders from risk, given his
knowledge that a merger was unfair, even though he received a fairness opinion
from an investment bank and had been defrauded by the inside directors. The
sophisticated and experienced outside directors on the Company's board had every
reason to believe that the compensation paid under the Management Services
Agreements was unfair. Why, then, have you not responded to our demand by suing
all of the directors who compensated Black and his associates excessively
without making any effort to justify the amounts they sought?

      Your failure to act cannot be attributed to the belief that Conrad Black
and his affiliates will repay all of the $380 million they wrongfully took.
Black's liquid assets are equal to roughly one quarter of that amount. Even if
there is a sale by the Company of the Telegraph Companies, he still couldn't
come close to reimbursing the $380 million. If the resources of Radler and
others you sued are added in, $380 million is still not reached. The only way to
recoup the totality is to pursue the other responsible parties -- the unnamed
directors and the professional services firm who are jointly and severally
liable.

      I understand from your counsel that the Company has $130 million in
coverage under its director and officer liability policies. Of course, insurance
is not the only source of funds for a recovery. According to the Forbes 400, two
of the former directors, Messrs. Taubman and Wexner, each have sufficient
resources to satisfy the entire amount that was looted during their term of
service on the Board.

      In our last meeting, on May 6, 2004, just before you filed the federal
Complaint, we discussed the possibility of bringing actions against the outside
directors. But when I made repeated inquiries of your counsel, no satisfactory
response was forthcoming. From this silence, it appears that no one is actively
pursuing recourse against the outside directors, or even against their insurance
carriers.

      In Chris Browne's letter of May 10, 2004, and in our three prior meetings
with Messrs. Paris and Breeden, we made it clear that we expect the special
committee to take all appropriate steps against all responsible persons to
rectify the damage inflicted on the Company and its stockholders. In our meeting
of August 13, 2003, Mr. Breeden characterized the Board of Directors as being
willing "to let the chips fall where they may." It is past time to follow
through.

      Once again, we urge you to take corrective action against all responsible
parties. If no action is taken against the outside directors and professional
services firm not named in your federal Complaint by June 28, 2004, we will deem
our demands of May 19 and June 11, 2003 to have been



wrongfully refused by the special committee.

                                                    Sincerely yours,

                                                    By: /s/ ROBERT E. CURRY, JR.
                                                       -------------------------




REC/ms
Attachment
  cc:      Richard C. Breeden, Esq.


Tweedy,                                               Telephone:    212/916 0600
Browne                                                Facsimile:    212/916 0649
Company LLC                                           Trading Desk: 212/916 0606
                                                      www.tweedy.com


350 Park Avenue   New York, NY 10022                  Managing Directors
                                                      Christopher H. Browne
                                                      William H. Browne
                                                      John D. Spears
                                                      Thomas H. Shrager
                                                      Robert Q.Wyckoff, Jr.

10 May 2004

Mr. Gordon Paris
The Hon. Raymond G.H. Seitz
Mr. Graham W. Savage
Hollinger International Inc.
712 Fifth Avenue
New York, New York 10022

Gentlemen:

We have read the First Amended Complaint filed by you on behalf of Hollinger
International Inc. against Conrad M. Black, F. David Radler and others in their
employ and control. While this complaint, the result of your 10-month-long
investigation, brings to light new facts damaging to the interests of all
Hollinger shareholders, we are struck by your failure to name all the members of
the Board of Directors at the time of these alleged misdeeds, an omission that
can only be intentional.

Shareholders rely on all directors to perform their fiduciary duties, not simply
those held to a higher standard by their controlling stake. It is the directors
who, in the words of your complaint, have the "task of protecting [Hollinger's]
public shareholders." Accordingly, we write to inquire why you have chosen to
omit as defendants the entire Board of Directors of Hollinger during this
period, as well as the auditor, KPMG LLP, and on what basis you have deemed they
share no liability for actions that you estimate deprived Hollinger shareholders
of $380.6 million.

In October 2001, we at Tweedy, Browne Company LLC wrote to each of the
then-board members, to ask on what basis they approved payments under the
Management Services Agreement your complaint alleges total $217.9 million. In
May 2003, we supplemented this request with the 13-D filings about these
payments, non-compete fees, and other facts that formed the basis of your
inquiry. Today, some 30 months or more after our first inquiry, our original
question remains unanswered.

Rather, we read a complaint whose intentions appear to be at odds with the facts
it discloses. Again and again and again, your complaint describes inadequacies,
derelictions and fundamental failures by the members of the Hollinger board to
perform even the most minimal of their duties. Some examples:

      -     On the issue of Management Services Fees, which you allege to be
            excessive by $203.5 million, the complaint notes that "the only
            information that the audit committee generally considered in
            approving each year's management fee 'proposal' was: (i) the
            previous year's unreasonable fee; (ii) a generalized sense of the
            Company's size in comparison to the previous year; and (iii) a
            generalized sense of the work Defendant Ravelston would perform in
            comparison with the previous year." This clearly inadequate standard
            was never supplemented by further inquiry by former Illinois
            Governor James R. Thompson, the audit committee chairman, any other
            member of the audit committee, or any other board member, nor did
            any of these board members seek outside experts to help evaluate the
            validity or size of these payments. As Richard C. Breeden has noted,
            "compensation issues are among the most

Established in 1920
Registered investment advisers/
Members of the National Association of Securities Dealers, Inc. and SIPC



            pivotal decisions the board is called upon to make regularly, and
            can quickly signal board abdication of shareholder interests."

      -     In discussing the $54.12 million of non-compete payments generated
            by the CanWest transaction, the complaint states that "the audit
            committee and independent directors did not have the necessary
            information, analysis or advice by which to fully and fairly review
            or negotiate the payments and corporate opportunities that
            defendants took on the CanWest transaction" in part because of
            omissions and misrepresentations by the Black-Radler interests. Yet,
            in spite of the manifest self-interest of Black and Radler, neither
            the audit committee nor any of the other board members undertook any
            independent inquiry or sought expertise from outside the company.
            Rather, "the audit committee recommended ratification of the CanWest
            `non-compete' payments on May 14, 2001 following a 20-minute
            telephonic meeting. The board accepted the audit committee's
            recommendation after a similarly brief May 17, 2001 meeting."

      -     In 1999, the board of Hollinger took the unusual step of permitting
            its top two executives, Mssrs. Black and Radler, to launch a new
            venture in the same industry and become significant shareholders of
            that venture, without full disclosure of their holdings or any
            additional strictures. What's more, on six subsequent occasions that
            your complaint alleges deprived all Hollinger shareholders of more
            than $56.2 million, the board accepted without any further inquiry
            the representations of two executives it knew to be self-interested.
            Again and again, "the board did not decide on its own...[to] retain
            independent financial or legal advisers..., negotiate any...terms,
            or determine whether the Company's shareholders would have been
            better served" by an alternative other than a sale to Black-Radler
            interests.

      -     Further, in contravention to accepted practice in the venture
            capital industry, the board approved a compensation plan for
            Hollinger Digital that eventually led to the disbursement of $15.5
            million to executives and directors. In particular, this scheme
            provided a $3.1 million bonus to Hollinger director Richard Perle
            between May 2000 and January 2001, a period when he was the sole
            non-management member of the company's executive committee of the
            Hollinger board. During that same period, Mr. Perle on at least two
            occasions enabled the Black-Radler interests to deprive other
            Hollinger shareholders of assets: by participating in unanimous
            written consents of the executive committee approving the transfer
            of newspapers to Horizon and a non-compete payment.

      -     Finally, it is mystifying that the Special Committee would overlook
            the Company's longtime auditors, particularly when the Defendants
            were able to shift costs, such as private planes, onto the company's
            books without notice or comment.

We believe that the interests of all Hollinger shareholders are best served by
demanding accountability for corporate malfeasance as the courts in Delaware
would: from all the directors of a corporation, not simply those bound by their
controlling stake to a higher fiduciary standard. We would like to see the
directors of Hollinger held to the standards articulated by Mr. Breeden in his
report, "Restoring Trust:" Directors "must be willing to ask probing questions,
and to exercise independent judgment on behalf of shareholders."

We look forward to your response.

Cordially,

Christopher H. Browne,

cc: Richard C. Breeden, Esq.