HILTON HOTELS CORP
8-K, 1998-03-24
HOTELS & MOTELS
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                      SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, DC 20549

                              -----------------

                                  FORM 8-K

                               CURRENT REPORT
                   PURSUANT TO SECTION 13 OR 15(d) OF THE 
                       SECURITIES EXCHANGE ACT OF 1934

      Date of Report (Date of earliest event reported):  MARCH 23, 1998

                          HILTON HOTELS CORPORATION
                         (Exact Name of Registrant as
                           Specified in its Charter)


      DELAWARE                       1-3427                       36-2058176
  (State or other                 (Commission                  (IRS Employer
   Jurisdiction of                    File                      Identification
   Incorporation                     Number)                         No.)


                            9336 CIVIC CENTER DRIVE
                        BEVERLY HILLS, CALIFORNIA 90210
                             (Address of Principal
                              Executive Offices)



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

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ITEM 5.  OTHER EVENTS.

         On March 23, 1998, Hilton Hotels Corporation and Circus Circus 
Enterprises, Inc. issued a press release, attached hereto as exhibit 99.1 and 
incorporated herein by reference.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

         99.1  Press Release of Hilton Hotels Corporation and Circus Circus 
               Enterprises, Inc., dated March 23, 1998.




















                                       2

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     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 hereunto duly authorized.

                                       HILTON HOTELS CORPORATION 



                                       By: /s/ THOMAS E. GALLAGHER
                                          ------------------------------------
                                       Name:   Thomas E. Gallagher
                                       Title:  Executive Vice President and 
Dated: March 23, 1998                           General Counsel

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                                                     Exhibit 99.1

                                  [LETTERHEAD]


CORPORATE NEWS
FOR IMMEDIATE RELEASE
- - ---------------------

Contact:   Marc Grossman                      Glenn Schaeffer
           Hilton Hotels Corporation          Circus Circus Enterprises, Inc.
           310-205-4030                       702-691-5912

                HILTON, CIRCUS CIRCUS TERMINATE TALKS

     Beverly Hills, Calif., March 23, 1998 -- Hilton Hotels Corporation 

(NYSE:HLT) and Circus Circus Enterprises, Inc. (NYSE:CIR) announced today 

that discussions have been terminated regarding the proposed transaction 

between the two companies.



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