EXHIBIT 23.2








                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

       As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our reports dated March 2, 1995
included in the Promus Hotel Corporation Form 10, as amended, for the year ended
December 31, 1994 and to all references to our Firm included in this
registration statement.



                                             ARTHUR ANDERSEN LLP


Memphis, Tennessee
May 30, 1995




















































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