Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No.8)*
Name of Issuer: Hilton Hotels Corp.
Title of Class of Securities: Common
CUSIP Number: 432848109
*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 the disclosures provided in a
prior cover page.
The information required in 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).
CUSIP Number: 432848109
1. Name of Reporting Person: Jennison Associates Capital Corp.
S.S. or I.R.S. Identification No. of Above Person:
IRS Identification #13-2631108
2. Check the Appropriate Box if a Member of a Group: Not
Applicable
3. SEC Use Only
4. Citizenship or Place of Organization: New York
Number of Shares Beneficially Owned By Each Reporting Person
With:
5. Sole Voting Power: 2,089,200 shares
6. Shared Voting Power: 10,688,580 shares
7. Sole Dispositive Power: 0 shares
8. Shared Dispositive Power: 14,020,680 shares
9. Aggregate Amount Beneficially Owned by Each
Reporting Person: 14,020,680 shares
10. Check Box if the Aggregate Amount in Row 9 Excludes Certain
Shares*: ( )
11. Percent of Class Represented by Amount in Row 9: 5.60%
12. Type of Reporting Person*: IA
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
Item 1(a) Name of Issuer: Hilton Hotels Corp.
Item 1(b) Address of Issuer's Principal Executive Offices:
9336 Civic Center Drive
Beverly Hills, CA 90210
Item 2(a) Name of Person Filing: Jennison Associates Capital
Corp.
Item 2(b) Address of Principal Business Office or Residence:
466 Lexington Avenue
New York, NY 10017
Item 2(c) Citizenship: New York
Item 2(d) Title of Class of Securities: Common
Item 2(e) CUSIP Number: 432848109
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
Item 3 If this statement is filed pursuant to Rules 13d1(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) (X) Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940
(f) ( ) Employee Benefit Plan, Pension Fund which is subject to the
provision of the Employee Retirement Income Security Act of 1974 or
Endowment Fund; see Section 240.13d-1(b) (ii) (F)
(g) ( ) Parent Holding Company, in accordance with Section
240.13(b) (ii) (G) (Note See Item 7)
(h) ( ) Group, in accordance with Section 240.13d-1(b) (ii) (H)
Item 4 Ownership:
(a) Amount Beneficially Owned: 14,020,680 shares
(b) Percent of Class: 5.60%
(c) Number of shares as to which such person has:
2,089,200 (I) sole power to vote or to direct the vote
10,688,580 (II) shared power to vote or to direct the vote
0 (III) sole power to dispose or to direct the disposition of
14,020,680 (IV) shared power to dispose or to direct the
disposition of
Jennison Associates Capital Corp. ("Jennison") furnishes investment
advice to several investment companies, insurance separate
accounts, and institutional clients ("Managed Portfolios"). As a result
of its role as investment adviser of the Managed Portfolios, Jennison may
be deemed to be the beneficial owner of the shares of the Issuer's Common
Stock held by such Managed Portfolios. The Prudential Insurance Company
of America ("Prudential") owns 100% of the stock of Jennison. As a result,
Prudential may be deemed to have the power to exercise or to direct the
exercise of such voting and/or dispositive power that Jennison may
have with respect to the Issuer's Common Stock held by the Managed
Portfolios.
Jennison does not file jointly with Prudential, as such, shares
of the Issuer's Common Stock reported on Jennison's 13G may be
included in the shares reported on the 13G filed by Prudential.
These shares were acquired in the ordinary course of business,
and not with the purpose or effect of changing or influencing
control of the Issuer. The filing of this statement should not
be construed as an admission that Jennison is, for the purposes
of Sections 13 or 16 of the Securities Exchange Act of 1934, the
beneficial owner of these shares.
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 securities, check the following ( ).
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
Item 6 Ownership of More than Five Percent on Behalf of Another
Person:
Our clients have the right to receive or the power to direct the
receipt of dividends or the profits from the sale of such
securities. No one client owns more than 5% of such security
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
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 effects. After reasonable inquiry
and to the best of my knowledge and belief, I certify that the correct
information set forth in this statement is true, complete and
correct.
February 10, 1998
Karen E. Kohler, Senior Vice President and Director
