EXHIBIT 10.19

                                 FIRST AMENDMENT
                                       TO
                        HILTON HOTELS THRIFT SAVINGS PLAN


          WHEREAS, Hilton Hotels Corporation (the "Company") maintains the
Hilton Hotels Thrift Savings Plan (the "Plan"); and

          WHEREAS, the IRS has requested that certain changes be made to the
Plan so that the IRS may issue a favorable determination letter with respect to
the Plan's tax qualification; and

          WHEREAS, Section 8.3 of the Plan provides that the Plan may be amended
at any time if necessary to conform to the provisions and requirements of the
Internal Revenue Code.

          NOW, THEREFORE, BE IT RESOLVED, by virtue and in exercise of the power
reserved to the Company pursuant to Section 8.3 of the Plan, such Plan is hereby
amended effective January 1, 1991 in the following particulars:


          1.   The definition of "Compensation" contained in Article I of the
Plan is amended by revising the second paragraph thereunder in its entirety to
read as follows:

               "Notwithstanding the foregoing, for purposes of Section 3.5 of
     this Plan, Compensation shall mean compensation actually paid by the
     Company to the Participant during the Plan Year and reportable for federal
     income tax purposes on Form W-2, reduced by the amounts described in Treas.
     Reg. Section 1.414(s)-1(c)(3)."


          2.   Section 3.5 of the Plan is amended by adding the following new
subsection (f):

               "(f) For purposes of performing the tests described in this
     Section:

                    (1)  if, for purposes of meeting the requirements of
          Sections 401(m), 401(a)(4) and 410(b) of the Code (other than Section
          410(b)(2)(A)(ii) of the Code), this Plan is aggregated with any other
          plan(s) of the Company which provide for elective deferrals, employer
          matching and/or employee after-tax contributions, then all
          contributions subject to Section 401(m) of the Code that are made
          under this Plan and such other plan(s) shall be treated as having been
          made under one plan; and

                    (2)  if any Highly Compensated Employee under this Plan
          participates in any other plan(s) of the Company which provide for
          elective deferrals, employer matching and/or employee after-tax
          contributions, then all contributions subject to Section 401(m) of the
          Code that are made by such Highly Compensated Employee under this Plan
          and such other plan(s) shall be treated as having been made under one
          plan."



Date: ______________________, 1995.



                              HILTON HOTELS CORPORATION



                              By _______________________________