EXHIBIT 10.28

                                AMENDMENT 1996-1

                            HILTON HOTELS CORPORATION
                      EXECUTIVE DEFERRED COMPENSATION PLAN



     WHEREAS, Hilton Hotels Corporation (the "Company") maintains the Hilton 
Hotels Executive Deferred Compensation Plan (the "Plan"); and

     WHEREAS, the Company desires to amend the Plan, effective January 1, 
1997, as set forth herein; and

     WHEREAS, Company has the ability to amend the Plan pursuant to Section 
10.4 thereof;

     NOW, THEREFORE, the Plan is hereby amended, effective January 1, 1997, 
as follows:

          1.  The definition of Eligible Employee contained in Section 1.2
     is amended to read as follows:

               "'Eligible Employee' shall mean (i) an officer of Hilton Hotels
          Corporation at the Vice President level or higher, (ii) a hotel
          general manager who is employed by the Company, or (iii) a member of a
          select group of management or highly compensated employees of the
          Company who is selected by the Committee (or its delegate) to
          participate in the Plan pursuant to Section 2.1."

           2.  Section 1.2 is amended by deleting the definition of "Highly
     Compensated Employee" therein.



           3.  The first sentence of Section 2.1 is amended to read as
     follows:

               "Prior to December 31 of each year, the Committee (or its
          delegate) shall designate which members of a select group of
          management or highly compensated employees of the Company shall become
          Eligible Employees for the following Plan Year."

           4.  Paragraph (8) of Section 9.3(a) is amended to read as
     follows:

               "To select those members of a select group of management or
          highly compensated employees who shall be Eligible Employees."


     IN WITNESS WHEREOF, the Company has caused this document to be executed 
by its duly authorized officer on this _____ day of December, 1996.

                                             
                              HILTON HOTELS CORPORATION


                              By: ______________________


                              Its: _____________________



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