Exhibit 10.9

                                    AMENDMENT TO 
                              1996 STOCK INCENTIVE PLAN





    On November 14, 1996, the Board of Directors of Hilton Hotels Corporation 
(the "Company") authorized an amendment to Section 5(i) of the Company's 1996 
Stock Incentive 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.