The formation of hurricane Hilda is followed using satellite photographs, surface and 200-mb. streamline analyses, and 500- to 200-mb. thickness and shear wind analyses. The formation of a strong upper level anticyclone nearly over the perturbation coincided with marked warming in the 500- to 200-mb. level. Significant deepening was delayed until the disturbance was clear of the island of Cuba. Profiles of meteorological parameters are studied as the deepening proceeds and details of the structure from photographs and radar film are presented.