X0202 4 2004-12-31 0 0000047580 HILTON HOTELS CORP HLT 0001167826 CROWN A STEVEN HILTON HOTELS CORPORATION 9336 CIVIC CENTER DRIVE BEVERLY HILLS CA 90210 1 0 0 0 Common Stock 2004-12-31 4 A 0 447 22.74 A 2804937 D Acquired pursuant to election to receive stock units in lieu of quarterly director retainer fees under the Hilton Hotels Corporation Director's Stock and Deferred Retainer Plan ("Deferred Retainer Plan"). Stock units settle for common stock on a one-for-one basis upon the participant's retirement from the Board. Includes stock units attributable to participant's account under the Deferred Retainer Plan. Mr. Crown is a partner of The Crown Fund, which owns 239,888 shares of common stock. Pines Trailer Limited Partnership, the partners of which include a corporation of which Mr. Crown is a director, officer and shareholder and a partnership of which Mr. Crown is a partner, owns 600,000 shares of common stock. Areljay, L.P., the partners of which include a corporation of which Mr. Crown is a director, officer, and shareholder and a trust of which Mr. Crown is a beneficiary, owns 1,935,340 shares of common stock. Mr. Crown's spouse owns 10,000 shares of common stock. Mr. Crown disclaims beneficial ownership of the shares held by The Crown Fund, Pines Trailer Limited Partnership, Areljay, L.P., and his spouse, except to the extent of his beneficial interest in such shares. A. Steven Crown, by Bryan S. White, Attorney-in-Fact 2005-01-04