SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

FORM 10-Q/A
AMENDMENT NO. 1

(Mark One)
(X)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD
     ENDED SEPTEMBER 30, 1995

OR

( )  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD
     FROM                    TO                  .

Commission File No. 1-11463   


PROMUS HOTEL CORPORATION
(Exact name of registrant as specified in its charter)


      Delaware                    I.R.S. No. 62-1596939
(State of Incorporation)    (I.R.S. Employer Identification No.)


850 Ridge Lake Blvd., Suite 400
Memphis,  Tennessee  38120
(Address of principal executive offices)

(901) 680-7200
(Registrant's telephone number, including area code)


     Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                    Yes    X                  No     
                        -------                  -------

     At September 30, 1995, there were outstanding 51,373,688
shares of the Company's Common Stock.

                           Page 1 of 3

Item 6.    EXHIBTITS AND REPORTS ON FORM 8-K
           (a)  Exhibits.

           This Amendment is being filed to change the references
           for the Exhibits and Financial Data Schedule on the
           Company's Form 10-Q Edgar filing from EX-1, EX-2 and
           EX-3 to EX-10.23, EX-10.27 and EX-27 respectively.  

                          Page 2 of 3

      Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.



                              PROMUS HOTEL CORPORATION

December 28, 1995          By: /s/ JEFFERY M. JARVIS
                              ---------------------------
                              Jeffery M. Jarvis
                              Vice President and Controller
                              (Chief Accounting Officer)

                           Page 3 of 3