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 FEBRUARY, 2005.

                        Commission File Number: 0-30390


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

 #1305 - 1090 West Georgia Street, Vancouver, British Columbia, V6E 3V7, Canada
- --------------------------------------------------------------------------------
                    (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 [X]

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:   February 8, 2005                   /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

- --------------------------------------------------------------------------------

NEWS RELEASE                                                    FEBRUARY 8, 2005


                              STOCK OPTIONS GRANTED


VANCOUVER,  CANADA - HILTON  RESOURCES LTD.  (TSXV-HPM AND OTCBB-HPMOF) Mr. Nick
DeMare,  President,  announces that options to purchase 375,000 common shares in
the Company have been granted to directors and officers, at a price of $0.12 per
share, for a term of 3 years.

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 and 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
- ----------------------
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.