SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549





                                  SCHEDULE 13G
                    Under the Securities Exchange Act of 1934




                               Hilton Hotels Corp.
--------------------------------------------------------------------------------
                                (Name of Issuer)

                                     Common
--------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                    432848109
--------------------------------------------------------------------------------
                                 (Cusip Number)

                                   12/31/2001
--------------------------------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)



Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

         /X/  Rule 13d-1 (b)

         / /  Rule 13d-1 (c)

         / /  Rule 13d-1 (d)



CUSIP NO.  432848109                                                         13G


1)  NAME OF REPORTING PERSON          I.R.S. NUMBER OF REPORTING PERSON
         Wallace R. Weitz & Company   Tax I.D. No. 47-0654095

2)  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
           (a) [ ]
           (b)  X

3)  SEC USE ONLY

4)  CITIZENSHIP OR PLACE OF ORGANIZATION
         State of Nebraska

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5)  Sole Voting Power:              23,777,400
6)  Shared Voting Power:            None
7)  Sole Dispositive Power:         24,047,400
8)  Shared Dispositive Power:       None

9)  AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
         24,047,400

10) CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
         [  ]

11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9.
         6.5%

12) TYPE OF REPORTING PERSON
         IA

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CUSIP NO. 432848109                                                          13G

1)  NAME OF REPORTING PERSON
         Wallace R. Weitz

2)  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
           (a) [  ]
           (b)  X

2)  SEC USE ONLY

3)  CITIZENSHIP OR PLACE OF ORGANIZATION
         Citizen of the United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5)  Sole Voting Power:                      None
6)  Shared Voting Power:                    23,777,400
7)  Sole Dispositive Power:                 None
8)  Shared Dispositive Power:               24,047,400

9)  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
         24,047,400

10) CHECK IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
         [   ]

11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
         6.5%

12) TYPE OF REPORTING PERSON
         IN

                                       3



Item 1(a).  Name of Issuer:
                  Hilton Hotels Corp.

Item 1(b).  Address of Issuer's Principal Executive Office:
                  9336 Civic Center Drive
                  Beverly Hills, California 90210

Item 2(a).  Names of Persons Filing:
                  Wallace R. Weitz & Company
                  Wallace R. Weitz, President and Primary Owner of Wallace
                  R. Weitz & Company

Item 2(b).  Principal Business Address of Persons Filing:
                  1125 South 103rd Street, Suite 600
                  Omaha, Nebraska 68124-6008

Item 2(c).  Citizenship:
                  Wallace R. Weitz & Company - State of Nebraska
                  Wallace R. Weitz - Citizen of United States of America

Item 2(d).  Title of Class of Securities:
                  Common Stock

Item 2(e).  CUSIP Number:
                  432848109

Item 3.  If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b),
check whether the person filing is a:

          (e)  Investment Adviser registered under Section 203 of the Investment
               Advisers Act of 1940. This statement is being filed by Wallace R.
               Weitz & Company ("Weitz & Co.") as a registered investment
               adviser. All of the securities reported in this statement are
               owned of record by investment advisory clients of Weitz & Co. and
               none are owned directly or indirectly by Weitz & Co. As permitted
               by Rule 13d-4, the filing of this statement shall not be
               construed as an admission that Weitz & Co. is the beneficial
               owner of any of the securities covered by the statement.

          (g)  Control Person. This statement is also being filed by Wallace R.
               Weitz ("Weitz"), President and primary owner of Weitz & Co. in
               the event he could be deemed to be an indirect beneficial owner
               of the securities reported by Weitz & Co. through the exercise of
               voting control and/or dispositive power over the securities as a
               result of his official positions or ownership of the voting
               securities of Weitz & Co. Mr. Weitz does not own directly or
               indirectly any securities covered by this statement for his own
               account. As permitted by Rule 13d-4, the filing of this statement
               shall not be construed as an admission that Mr. Weitz is the
               beneficial owner of any of the securities covered by this
               statement.

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Item 4.  Ownership:
           (a) Amount Beneficially Owned:
                 (i)  Weitz & Co.   24,047,400 Shares
                 (ii) Weitz         24,047,400 Shares

           (b) Percent of Class:
                 (i)  Weitz & Co.   6.5%
                 (ii) Weitz         6.5%

           (c) Number of Shares as to which such person has:
                 (I)  sole power to direct vote:
                         (i)  eitz & Co.            23,777,400
                         (ii) Weitz                          0

                 (II)  shared power to direct vote:
                         (i)  Weitz & Co.           23,777,400
                         (ii) Weitz                 23,777,400

                 (III)  sole power to dispose:
                         (i)  Weitz & Co.           24,047,400
                         (ii) Weitz                          0

                 (IV)  shared power to dispose:
                         (i)  Weitz & Co.           24,047,400
                         (ii) Weitz                 24,047,400

Item 5. Ownership of Five Percent or Less of a Class
                  N/A

Item 6.  Ownership of More Than Five Percent on Behalf of Another Person
                  N/A

Item 7.  Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company
                  N/A

Item 8.  Identification and Classification of Members of the Group
                  N/A

Item 9.  Notice of Dissolution of Group
                  N/A

Item 10. Certification
         By signing below I certify that, to the best of my 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

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         of such securities and were not acquired in connection with or as a
         participant in any transaction having such purposes or effect.

         After reasonable inquiry and to the best of my knowledge and belief, I
         certify that the information set forth in this statement is true,
         complete and correct.

         Date :  February 4, 2002

         WALLACE R. WEITZ & COMPANY

         By:     /s/ Wallace R. Weitz
         Name:   Wallace R. Weitz
         Title:  President

         WALLACE R. WEITZ
         (Individually)

         /s/ Wallace R. Weitz

                             Joint Filing Agreement

In accordance with Rule 13d-1 (k) under the Securities Exchange Act of 1934, the
persons or entities named below agree to the joint filing on behalf of each of
them of this Schedule 13G with respect to the securities of the Issuer and
further agree that this joint filing agreement be included as an exhibit to this
Schedule 13G. In evidence thereof, the undersigned hereby execute this agreement
as of the 4th day of February, 2002.

          WALLACE R. WEITZ & COMPANY

         By:    /s/ Wallace R. Weitz
         Name:  Wallace R. Weitz
         Title: President

         WALLACE R. WEITZ
         (Individually)

         /s/ Wallace R. Weitz

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