UNITED STATES

 

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

 

 


FORM 15

 

 

CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

 

Commission File Number 001-03427

 

HILTON HOTELS CORPORATION

(Exact name of registrant as specified in its charter)

 

9336 Civic Center Drive
Beverly Hills, California  90210
(310) 278-4321

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

Common Stock, $2.50 par value per share

3.375% Convertible Senior Notes due 2023

(Title of each class of securities covered by this Form)

 

None

(Titles of all other classes of securities for which a duty to file reports under section 13(a) or 15(d) remains)

 

 

Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:

 

 

Rule 12g-4(a)(1)(i)

x

 

Rule 12h-3(b)(1)(i)

x

 

 

Rule 12g-4(a)(1)(ii)

o

 

Rule 12h-3(b)(1)(ii)

o

 

 

Rule 12g-4(a)(2)(i)

o

 

Rule 12h-3(b)(2)(i)

o

 

 

Rule 12g-4(a)(2)(ii)

o

 

Rule 12h-3(b)(2)(ii)

o

 

 

 

 

 

Rule 15d-6

o

 

 

Approximate number of holders of record as of the certification or notice date:

Common Stock, $2.50 par value per share: 2

3.375% Convertible Senior Notes due 2023: 1

 

Pursuant to the requirements of the Securities Exchange Act of 1934 Hilton Hotels Corporation has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.

 

Date:

October 24, 2007

 

HILTON HOTELS CORPORATION

 

 

 

 

 

 

 

 

 

By:

/s/ ROBERT M. LA FORGIA

 

 

 

 

Name:

Robert M. La Forgia

 

 

 

 

Title:

Executive Vice President and Chief Financial Officer

 

 

Instruction: This form is required by Rules 12g-4, 12h-3 and 15d-6 of the General Rules and Regulations under the Securities Exchange Act of 1934. The registrant shall file with the Commission three copies of Form 15, one of which shall be manually signed. It may be signed by an officer of the registrant, by counsel or by any other duly authorized person. The name and title of the person signing the form shall be typed or printed under the signature.