HILTON HOTELS CORP
10-Q/A, 1996-05-07
HOTELS & MOTELS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

   

                                   FORM 10-Q/A
    

(Mark one)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
     OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1996

                                       OR

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934
For the transition period from ................... to......................


Commission file number 1-3427

                           HILTON HOTELS CORPORATION
             (Exact name of registrant as specified in its charter)

         DELAWARE                                              36-2058176
(State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                             Identification No.)


         9336 CIVIC CENTER DRIVE, BEVERLY HILLS, CALIFORNIA 90210
          (Address of principal executive offices)     (Zip code)

                                 (310) 278-4321
              (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding twelve months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes   X     No 
                                               -----      -----

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of April 30, 1996 --- Common Stock, $2.50 par value ---
48,814,114 shares.
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        Filed herewith are the required signatures in typed form pursuant to 
Rule 302 of Regulation S-T.
    
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                                                                             16


                                   SIGNATURES




Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                       HILTON HOTELS CORPORATION
                                          (Registrant)




   
Date:  May 7, 1996                      /s/ MATTHEW J. HART
                                       ------------------------------
                                       Matthew J. Hart
                                       Executive Vice President and
                                         Chief Financial Officer
    



   
Date:  May 7, 1996                      /s/ WILLIAM C. LEBO, JR.
                                       ------------------------------
                                       William C. Lebo, Jr.
                                       Senior Vice President and
                                         General Counsel
    






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