8-K

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report: May 23, 2002
(Date of earliest event reported)

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

Delaware
(State of incorporation) 1-3427
(Commission File Number) 36-2058176
(IRS Employer Identification No.)

9336 Civic Center Drive
Beverly Hills, California 90210
(Address of principal executive offices, including zip code)

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

ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

        On May 23, 2002, upon the recommendation of our Audit Committee, the Board of Directors of Hilton Hotels Corporation (the "Company") terminated the engagement of Arthur Andersen LLP ("Arthur Andersen") as our independent auditors and engaged Ernst & Young LLP ("Ernst & Young") to serve as our independent auditors for the year ending December 31, 2002. The change in auditors is effective as of May 23, 2002.

        Arthur Andersen's reports on the Company's consolidated financial statements for each of the years ended December 31, 2000 and 2001 did not contain an adverse opinion or disclaimer of opinion, nor were such reports qualified or modified as to uncertainty, audit scope or accounting principles.

        During each of the years ended December 31, 2000 and 2001 and through the date of this report, there were: (i) no disagreements with Arthur Andersen on any matter of accounting principle or practice, financial statement disclosure, or auditing scope or procedure which, if not resolved to Arthur Andersen's satisfaction, would have caused them to make reference to the subject matter in connection with their report on our consolidated financial statements for such years; and (ii) no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.

        We have provided Arthur Andersen with a copy of the foregoing disclosures. Attached as Exhibit 16 is a copy of Arthur Andersen's letter, dated May 23, 2002, stating its agreement with such statements.

        During each of the years ended December 31, 2000 and 2001 and through the date of this report, the Company did not consult Ernst & Young with respect to any matters or events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

(c)

Exhibits

16

Letter from Arthur Andersen LLP to the Securities and Exchange Commission, dated May 23, 2002.



99

Press Release of the Company, dated May 23, 2002.

SIGNATURE

        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.

Dated: May 23, 2002
	HILTON HOTELS CORPORATION
	By:	/s/  MATTHEW J. HART Matthew J. Hart Executive Vice President and Chief Financial Officer

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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

SIGNATURE

EX-16

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Exhibit 16

[ARTHUR ANDERSEN LLP LETTERHEAD]

Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

May 23, 2002

Dear Sir/Madam:

We have read the first four paragraphs of Item 4 included in the Form 8-K dated May 23, 2002 of Hilton Hotels Corporation to be filed with the Securities and Exchange Commission and are in agreement with the statements contained therein.

Very truly yours,

/s/ Arthur Andersen LLP Arthur Andersen LLP

cc:

Mr. Matthew J. Hart, Executive Vice President and Chief Financial Officer, Hilton Hotels Corporation

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Exhibit 16

EX-99

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Exhibit 99

Contact: Kathy Shepard (kathy_shepard@hilton.com)
Vice President-Corporate Communications
Hilton Hotels Communications
310-205-7676 phone

HILTON HOTELS CORPORATION SELECTS ERNST & YOUNG AS INDEPENDENT AUDITOR

        BEVERLY HILLS, Calif., May 23, 2002—Hilton Hotels Corporation (NYSE:HLT) announced today that its Board of Directors, with the concurrence of its Audit Committee, has selected Ernst & Young as the company's independent auditor for 2002, replacing Arthur Andersen.

        The appointment of Ernst & Young was made after careful consideration by the Audit Committee, the Board of Directors and management of the company.

        The decision to change auditors was not a result of any disagreement between the company and Arthur Andersen on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.

        "Arthur Andersen has served as Hilton's independent auditor since 1981. We appreciate the excellent service and professionalism Andersen provided Hilton, and thank the firm, and particularly those individuals who worked on our account, for their years of service," said Matthew J. Hart, executive vice president and chief financial officer of Hilton.

        Hilton Hotels Corporation is recognized internationally as a preeminent hospitality company. The company develops, owns, manages or franchises more than 2,000 hotels, resorts and vacation ownership properties. Its portfolio includes many of the world's best known and most highly regarded hotel brands, including Hilton, Conrad, Doubletree, Embassy Suites Hotels, Hampton Inn, Hampton Inn & Suites, Harrison Conference Centers, Hilton Garden Inn, Hilton Grand Vacations Company and Homewood Suites by Hilton.

        The following service marks are owned by Hilton Hospitality, Inc.: Hilton®, Hilton Garden Inn®, Doubletree®, Embassy Suites Hotels®, Hampton Inn®, Hampton Inn & Suites®, Homewood Suites® by Hilton and Hilton Grand Vacations Company®. Conrad™ is owned by Conrad Hospitality, LLC.

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HILTON HOTELS CORPORATION SELECTS ERNST & YOUNG AS INDEPENDENT AUDITOR