UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 6-K

    REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
                       THE SECURITIES EXCHANGE ACT OF 1934


                        For the month of SEPTEMBER, 2004.

                        Commission File Number: 0-30390


                              HILTON RESOURCES LTD
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                 (Translation of registrant's name into English)

 #1305 - 1090 West Georgia Street, Vancouver, British Columbia, V6E 3V7, Canada
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                    (Address of principal executive offices)


Indicate by check mark whether the registrant  files or will file annual reports
under cover of Form 20-F or Form 40-F:   FORM 20-F  [X]   FORM 40-F  [ ]

Indicate by check mark if the  registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1): _______

Indicate by check mark if the  registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7): _______

Indicate by check mark whether the  registrant  by  furnishing  the  information
contained  in this Form,  is also  thereby  furnishing  the  information  to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
YES [ ] NO [ ]

If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3- 2(b): 82-_____________


                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf of the
undersigned, thereunto duly authorized.

                                           HILTON RESOURCES LTD
                                           -------------------------------------

Date:   SEPTEMBER 01, 2004                 /s/ Nick DeMare
     ------------------------------        -------------------------------------
                                           Nick DeMare,
                                           President & CEO





                              HILTON RESOURCES LTD.

      #1305 - 1090 West Georgia Street Vancouver, British Columbia, V6E 3V7
                    Phone: (604) 685-9316 Fax: (604) 683-1585
                       Website: www.hiltonresourcesltd.com
                       TSX Venture: HPM       OTCBB: HPMOF

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NEWS RELEASE                                                  SEPTEMBER 01, 2004


                      PROPERTY UPDATE - NEW VEIN DISCOVERED

VANCOUVER,  CANADA - HILTON  RESOURCES LTD.  (TSXV-HPM AND OTCBB-HPMOF) Mr. Nick
DeMare,  President,  is pleased to provide the following  update on the El Nayar
Property:

Access-road construction, initially delayed while an operator was sought, is now
well under way. On the north side of the El Norte vein a drill road has advanced
approximately  800  metres  in  zig-zag  fashion  up the  slope and is now about
halfway to the top of the ridge.  The same road, at lower  elevation,  exposed a
new vein which has subsequently been located at other points. Two samples,  each
over a 1.5 m width,  gave  assays of (a) 0.24 g/t Au with 68 g/t Ag and (b) 0.90
g/t Au with 235 g/t Ag. The character of the  mineralization  resembles  that of
the El Norte  vein.  The road will be  continued  to the  summit  of the  ridge,
providing access to drill pads for a diamond drilling program.

Sampling of the  underground  workings  and surface  outcrops of the historic La
Castellana vein has been substantially advanced.  Assays for the latest batch of
samples  from the  east end of the El Norte  vein  have  been  received  and are
tabulated below.

Sample                                   True      Au      Ag        Au      Ag
Number                                   Width     g/t     g/t    oz/ton  oz/ton

LC-910 Vein FW Bx                         1.00     0.5     19.7    0.016    0.63
LC-911 Vein                               1.00     0.18    66.1    0.006    2.13
LC-912 Vein Bx                            0.95     0.27   100.0    0.009    3.22
LC-913 Vein Bx HW                         0.95     0.18   106.0    0.006    3.41
LC-914 Vein Bx in diorite                 1.00     0.06    46.7    0.002    1.5
LC-915 Vein Bx                            0.25     7.1   3005.3    0.228   96.62
LC-916 Vein Bx HW                         0.70     0.13   127.5    0.004    4.1
LC-915 and 916 composited                 0.95     2.12   884.8    0.068   28.45
LC-917 Vein Bx                            1.00     0.34    77.4    0.011    2.49
LC-918 Vein Bx FW of fault                1.50     0.9    234.6    0.029    7.54
LC-919 Vein Bx FW of fault 5m from 918    1.50     0.24    68.5    0.008    2.2

Bx = breccia   FW = footwall   HW = hanigng wall

Samples LC-910 - 917 are from the eastern end of the El Norte Vein.
LC-918 and LC-919 are from the new vein.

Completion of the sampling programs on the La Castellana and El Norte veins will
allow more effort to be directed at advancing  geological  understanding  of the
property and a systematic search for other mineralized structures. The discovery
of a new vein during road building is encouraging,  and further  discoveries are
anticipated.

Additional  information  about the El Nayar  Project,  including  a map  showing
principal  features of the property,  with location of assayed samples,  will be
added to the Company's website (www.hiltonresourcesltd.com) in the coming weeks.


                                                                       ......./2




Hilton Resources Ltd.
News Release - September 1, 2004
Page 2



APPOINTMENT OF QUALIFIED PERSON

James W. Stewart,  Ph.D.,  P.Geo.,  has been engaged as the company's  Qualified
Person  (QP) on the El Nayar  Project and will serve on the  Company's  advisory
board. Dr. Stewart has an extensive background in exploration and development of
mineral resources in Canada,  U.S.A. and throughout Latin America. He has worked
for  Anglo-American,  BP Mining and Newmont.  Since taking early retirement from
Newmont he consults for a number of Canadian, Australian and American companies.
Eskay Creek and Veladero  (Argentina) are among the  better-known  deposits with
which he has been  associated in recent years.  Management is extremely  pleased
that  Dr.  Stewart  has  agreed  to work  with  the  Company  in  advancing  the
exploration efforts at El Nayar.

Hilton Resources Limited,  incorporated in British Columbia,  Canada,  trades on
the TSX Venture  Exchange under the symbol "HPM",  and on the OTCBB under symbol
"HPMOF".  The Company's directors are experienced in the resource sector and are
focused on  enhancing  shareholder  value by expanding  Hilton's  assets in this
sector.  Management  aims to identify  exploration  projects of high merit,  and
quickly  complete  confirmation  exploration.  This will  enable the  Company to
confirm the potential of a project and reach advanced project status by the most
cost effective means and in the shortest time possible.



ON BEHALF OF THE BOARD                    INVESTOR INFORMATION CONTACT:
                                          Des O'Kell at 1-888-303-3361 or
/s/ NICK DEMARE                           email:   des@elandjennings.com
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Nick DeMare, President                    WEBSITE: WWW.HILTONRESOURCESLTD.COM


FORWARD LOOKING STATEMENTS

This Company Press Release  contains  certain  "forward-looking"  statements and
information  relating  to the  Company  that  are  based on the  beliefs  of the
Company's  management as well as assumptions  made by and information  currently
available  to the  Company's  management.  Such  statements  reflect the current
risks,  uncertainties  and  assumptions  related to certain  factors  including,
without limitations,  competitive factors, general economic conditions, customer
relations,  relationships with vendors and strategic partners, the interest rate
environment, governmental regulation and supervision, seasonality, technological
change,  changes in industry practices,  and one-time events.  Should any one or
more of these  risks or  uncertainties  materialize,  or should  any  underlying
assumptions  prove  incorrect,  actual  results may vary  materially  from those
described herein.

         The TSX Venture Exchange has not reviewed and does not accept
        responsibility for the adequacy or the accuracy of this release.