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 JUNE, 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:   June 22, 2005                      /s/ Nick DeMare
      -----------------------------        -------------------------------------
                                           Nick DeMare,
                                           President & CEO










                        NOTICE OF MEETING AND RECORD DATE



TO:     All Applicable Securities Commissions
        TSX Venture Exchange


Pursuant to the requirements of National  Instrument 54-101 in connection with a
Special Meeting of the shareholders of HILTON RESOURCES LTD., the Company hereby
provides the following notice:

1.   Meeting Date:                                         August 18, 2005
2.   Record Date:                                          July 18, 2005
3.   Location:                                             Vancouver, BC
4.   CUSIP No.                                             432890101
5.   Class of Securities Entitled to Receive Notice:       Common
6.   Class of Securities Entitled to Vote:                 Common
7.   Business:                                             Non-routine



DATED this 22nd day of June, 2005.



                                                       ON BEHALF OF THE BOARD,


                                                       /s/ NICK DEMARE
                                                       -------------------------

                                                       Nick DeMare, Director