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                                                                   EXHIBIT 10.35

             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.


                                R E C I T A L S :


      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 two million (2,000,000). This
second amendment increases the aggregate number of shares of stock subject to
the Incentive Plan from two million (2,000,000) to three million three hundred
thousand (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 the 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
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            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