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                                                                 EXHIBIT 10(c)


             SECOND AMENDMENT TO THE 1994 EQUITY PARTICIPATION PLAN
                           OF DOUBLETREE CORPORATION


        This Second Amendment to the 1994 Equity Participation Plan of
Doubletree Corporation (the "Amendment") is adopted by Doubletree Corporation,
a Delaware corporation (the "Company"), effective as of April 22, 1996.


                                   RECITALS:


        A.  The Company's 1994 Equity Participation Plan (the "Incentive Plan")
was adopted by the Board of Directors (the "Board") on June 3, 1994, and
approved by the stockholders of the Company on June 30, 1994. On January 27,
1995, the Board adopted, and on April 25, 1995, the stockholders of the Company
approved the First Amendment to the Incentive Plan.

        B.  The Incentive Plan currently states that shares of stock of the
Company subject to the Incentive Plan shall not exceed 2,000,000. This second
amendment increases the aggregate number of shares of stock subject to the
Incentive Plan from 2,000,000 to 3,300,000.

        C.  Section 10.2 of the Incentive Plan provides that the Board may
amend the Incentive Plan, subject in certain instances to receipt of approval
of the stockholders of the Company.

        D.  Effective February 13, 1996, the Board unanimously recommended and
the Board unanimously adopted this Second Amendment in the form given below
("Second Amendment").

        E.  The Second Amendment was approved by the stockholders of the
Company at its Annual Meeting of Stockholders held on April 22, 1996.

                                SECOND AMENDMENT

        1.  Section 2.1(a) of the Incentive Plan is hereby amended to read in
its entirety as follows:

                "2.1  Shares Subject to Plan.
                      ----------------------

                (a)  The shares of stock subject to Options, awards of
        Restricted Stock, Performance Awards, Dividend Equivalents, awards of
        Deferred Stock, Stock Payments or Stock Appreciation Rights shall be
        Common Stock, initially shares of the Company's Common Stock, par value
        $.01 per share. The aggregate number of such shares which may be issued
        upon exercise of such options or rights or upon any such awards under
        the Plan shall not exceed three million three hundred thousand
        (3,300,000). The shares of Common Stock issuable upon exercise of such
        options or rights or upon any such awards may be either previously
        authorized but unissued shares or treasury shares."

        The undersigned, David L. Stivers, Secretary of the Company, hereby
certifies that the Board and the stockholders of the Company adopted the
foregoing Second Amendment as stated above.

           Executed at Phoenix, Arizona this 22nd day of April, 1996.


                                          /s/ DAVID L. STIVERS
                                        ----------------------------------
                                              David L. Stivers, Secretary