SECURITIES AND EXCHANGE COMMISSION

Washington,  D.C.    20549

SCHEDULE 13G
Under the Securities Exchange Act of 1934

Amendment #1

Name of
Issuer:       HILTON HOTELS CORP
_____________________________________________________

Title of Class
of Securities:  Common Stock

CUSIP Number:    432848109

1)  NAME OF I.R.S. IDENTIFICATION NO. OF REPORTING PERSON

	The Prudential Insurance Company of America     22-1211670

2.) MEMBER OF A GROUP: 	(a)  N/A
					(b)  N/A

3)  SEC USE ONLY:



4)  PLACE OF ORGANIZATION:	A mutual insurance company organized
		under the laws of the State of New Jersey

NUMBER OF SHARES BENEFICIALLY OWNED BY REPORTING PERSON WITH:

5)  Sole Voting Power:		1,770,500		See Exhibit A
6)  Shared Voting Power:	12,915,890		See Exhibit A
7)  Sole Dispositive Power:	1,770,500		See Exhibit A
8)  Shared Dispositive Power:	14,470,190		See Exhibit A

9)  AGGREGATE AMOUNT BENEFICIALLY OWNED:
			16,247,133.424	See Exhibit A  

10)  AGGREGATE AMOUNT IN ROW (9) EXCLUDES SHARES:	Not Applicable

11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
			6.49 See Exhibit A

12) TYPE OF REPORTING PERSON:  IC, IA

ITEM 1(a).  NAME OF ISSUER:

                      HILTON HOTELS CORP

ITEM 1(b).  ADDRESS OF ISSUER'S EXECUTIVE OFFICES:

                      HILTON HOTELS CORP
9336 Civic Center Drive
Beverly Hills, CA 90210

                     

ITEM 2(a).  NAME OF PERSON FILING:

		 The Prudential Insurance Company of America

ITEM 2(b).  ADDRESS OF PRINCIPAL BUSINESS OFFICE:

			751 Broad Street
			Newark, New Jersey  07102-3777

ITEM 2(c).  CITIZENSHIP:

			A mutual insurance company organized under the 
laws of
			the State of New Jersey

ITEM 2(d).  TITLE OF CLASS OF SECURITIES:

			Common Stock

ITEM 2(e).  CUSIP NUMBER:

			432848109

ITEM 3.		The Person filing this statement is an Insurance 
Company
			as defined in Section 3(a) (19) of the Securities 
Exchange
			Act of 1934, and an Investment Adviser registered 
under
			Section 203 of the Investment Advisers Act of 1940.

ITEM 4.  OWNERSHIP:

		(a) Number of Shares
		      Beneficially Owned:	16,247,133.424  See Exhibit A

		(b) Percent of Class:		6.49

							Number
		(c) Powers				Of Shares
		      
- -------------------------------------	--------------------------
		     Sole power to vote or		1,770,500	See Exhibit A
		     to direct the vote

		     Shared power to vote or 		12,915,890	See Exhibit A
		     to direct the vote

		     Sole power to dispose or 		1,770,500	See Exhibit A
		     to direct disposition

		     Shared power to dispose		14,470,190	See Exhibit A
		     or to direct disposition

ITEM 5.  OWNERSHIP OF 5% OR LESS OF A CLASS:

		Not Applicable

ITEM 6.  OWNERSHIP OF MORE THAN 5% ON BEHALF OF
	 ANOTHER PERSON:

		See Exhibit A

ITEM 7.	IDENTIFICATION AND CLASSIFICATION OF THE
	SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING
	REPORTED ON BY THE ULTIMATE PARENT 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, the Prudential Insurance Company of America
	certifies that, to the best of its 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 purpose
	or effect.

	The filing of this statement should not be construed as an 
admission that
Prudential is, for purposes of Sections 13 or 16 of the Securities
Exchange Act of 1934, the beneficial owner of such shares.



				SIGNATURE

	After reasonable inquiry and to the best of its knowledge and
	belief, The Prudential Insurance Company of America certifies that
	the information set forth in this statement is true, complete and
	correct.


	THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

	By:	Karen L. Shapiro
		Vice President, Corporate Compliance

	Date:	02/10/98
	As of:	12/31/97


				Exhibit A
				--------------

ITEM 6.	 OWNERSHIP:

The Prudential Insurance Company of America ('Prudential') presently holds 
146,700 shares of Issuer's common stock for the benefit of its general 
account.

In addition, Prudential may have direct or indirect voting and/or 
investment discretion over 
16,100,433.424 shares which are held for the benefit of its clients by its 
separate accounts, externally managed accounts, registered investment 
companies, subsidiaries and/or other affiliates.  Prudential is reporting 
the combined holdings of these entities for the purpose of administrative 
convenience.

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 ad
mission that Prudential is, for the purposes of Sections 13 or 16 of the 
Securities Exchange Act of 1934, the beneficial owner of these shares.

Included in the total number of shares stated above are 208 convertible 
bonds which are held by Prudential on behalf of another person and are 
convertible into common stock at a ratio of 1:30.978.