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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