Exhibit 10.7

                                    AMENDMENT TO 
                                1990 STOCK OPTION AND
                            STOCK APPRECIATION RIGHTS PLAN





    On November 14, 1996, the Board of Directors of Hilton Hotels Corporation 
(the "Company") authorized an amendment to Section 8(d) of the Company's 1990 
Stock Option and Stock Appreciation Rights Plan which deletes the requirement 
that the Company provide written consent to a terminated optionee that such 
optionee may exercise options for a period equal to  the lesser of: (i) three 
months after termination of employment or (ii) the balance of such option's 
term.