Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
July 29, 1998
- -------------
(Date of event which requires filing of this
statement)
Check the appropriate box to designate the rule
pursuant to which this schedule is filed:
(X) Rule 13d-1(b)
( ) Rule 13d-1(c)
( ) Rule 13d-1(d)
Name of Issuer: Hilton Hotels Corporation
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 LLC
(formerly Jennison Associates Capital Corp.)
As of January 1, 1998, Jennison Associates Capital
Corp., a New York Corporation, reorganized into Jennison
Associates LLC, a Delaware limited liability company.
S.S. or I.R.S. Identification No. of Above Person:
IRS Identification #52-2069785 (formerly 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: Delaware
Number of Shares Beneficially Owned By Each Reporting
Person With:
5. Sole Voting Power: 303,900 shares
6. Shared Voting Power: 1,316,780 shares
7. Sole Dispositive Power: 0 shares
8. Shared Dispositive Power: 1,933,680 shares
9. Aggregate Amount Beneficially Owned by Each Reporting
Person: 1,933,680 shares
10. Check Box if the Aggregate Amount in Row 9
Excludes Certain Shares*: ( )
11. Percent of Class Represented by Amount in Row 9: 0.78%
12. Type of Reporting Person*: IA
Item 1(a) Name of Issuer: Hilton Hotels Corporation
Item 1(b) Address of Issuer's Principal Executive Offices:
9336 Civic Center Dr.
Beverly Hills, CA 90210
Item 2(a) Name of Person Filing: Jennison Associates LLC
Item 2(b) Address of Principal Business Office or
Residence: 466 Lexington Avenue
New York, NY 10017
Item 2(c) Citizenship: Delaware
Item 2(d) Title of Class of Securities: Common
Item 2(e) CUSIP Number: 432848109
Item 3 If this statement is filed pursuant to Rules
13d-1(b), or 13d-2(b), or (c) 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 in accordance with Section
240.13d-1(b) (1) (ii) (E)
(f) ( ) Employee Benefit Plan, Pension Fund which is
subject to the provision of the Employee Retirement Income
Security Act of 1974 or Endowment Fund in accordance with
Section 240.13d-1(b) (ii) (F)
(g) ( ) Parent Holding Company or control person, in
accordance with Section 240.13(b) (ii) (G)
(h) ( ) A savings association as defined by Section
3(b) of the Federal Deposit Insurance Act
(i)( ) A church plan that is excluded from the
definition of an investment company under Section 3(c) (4) of the
Investment Company Act of 1940.
(j)( ) Group, in accordance with Section 240.13d-1(b)
(1) (ii) (J).
If this statement is filed pursuant to Section 240.13d-
1(c), check this box. ( )
Item 4 Ownership:
Provide the following information regarding the
aggregate number and percentage of the class of securities of the
issuer identified in Item 1.
(a) Amount Beneficially Owned: 1,933,680 shares
(b) Percent of Class: 0.78%(c) Number of shares as to
which the person has:(i) sole power to vote or to
direct the vote: 303,900
(ii) shared power to vote or to direct the vote: 1,316,780
(iii) sole power to dispose or to direct the disposition of: 0
(iv) shared power to dispose or to direct the disposition of:
1,933,680
Jennison Associates LLC ("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 equity
interests 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 (X).
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 and are in held the ordinary course of
business and were not acquired and are not held for
the purpose of and do not have the effect of changing
or influencing the control of the issuer of the
securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or
effect. 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.
August 6, 1998
/s/ Karen E. Kohler
Karen E. Kohler
Senior Vice President and Director
