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                                                                    EXHIBIT 24


                               POWER OF ATTORNEY


        The undersigned does hereby constitute and appoint David L. Stivers and
William L. Perocchi his true and lawful attorneys-in-fact and agents, with full
power of substitution, whether acting individually or together, to sign the
Registration Statement on Form S-8 in connection with the registration of
1,200,000 shares of Common Stock of Doubletree Corporation issuable upon
exercise of options, stock appreciation rights and other awards pursuant to the
Amended and Restated Equity Participation Plan of Doubletree Corporation, and
any amendments or post-effective amendments to the Registration Statement, on
his behalf, and to file the same, with any exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting
to each of such attorneys-in-fact and agents full power and authority to do and
perform each and every act requisite and necessary in connection with such
matters and hereby ratifying and confirming all that each of such
attorneys-in-fact and agents or his or her substitutes may do or cause to be
done by virtue hereof.

        Such Power of Attorney shall remain in effect until it is revoked in
writing by the undersigned.



                                                /s/ RICHARD J. FERRIS
                                                ------------------------------
                                                Richard J. Ferris
   2


                               POWER OF ATTORNEY


        The undersigned does hereby constitute and appoint David L. Stivers and
William L. Perocchi his true and lawful attorneys-in-fact and agents, with full
power of substitution, whether acting individually or together, to sign the
Registration Statement on Form S-8 in connection with the registration of
1,200,000 shares of Common Stock of Doubletree Corporation issuable upon
exercise of options, stock appreciation rights and other awards pursuant to the
Amended and Restated Equity Participation Plan of Doubletree Corporation, and
any amendments or post-effective amendments to the Registration Statement, on
his behalf, and to file the same, with any exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting
to each of such attorneys-in-fact and agents full power and authority to do and
perform each and every act requisite and necessary in connection with such
matters and hereby ratifying and confirming all that each of such
attorneys-in-fact and agents or his or her substitutes may do or cause to be
done by virtue hereof.

        Such Power of Attorney shall remain in effect until it is revoked in
writing by the undersigned.



                                                /s/ PETER V. UEBERROTH
                                                ------------------------------
                                                Peter V. Ueberroth

   3


                               POWER OF ATTORNEY


        The undersigned does hereby constitute and appoint David L. Stivers and
William L. Perocchi his true and lawful attorneys-in-fact and agents, with full
power of substitution, whether acting individually or together, to sign the
Registration Statement on Form S-8 in connection with the registration of
1,200,000 shares of Common Stock of Doubletree Corporation issuable upon
exercise of options, stock appreciation rights and other awards pursuant to the
Amended and Restated Equity Participation Plan of Doubletree Corporation, and
any amendments or post-effective amendments to the Registration Statement, on
his behalf, and to file the same, with any exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting
to each of such attorneys-in-fact and agents full power and authority to do and
perform each and every act requisite and necessary in connection with such
matters and hereby ratifying and confirming all that each of such
attorneys-in-fact and agents or his or her substitutes may do or cause to be
done by virtue hereof.

        Such Power of Attorney shall remain in effect until it is revoked in
writing by the undersigned.



                                                /s/ WILLIAM R. FATT
                                                ------------------------------
                                                William R. Fatt

   4


                               POWER OF ATTORNEY


        The undersigned does hereby constitute and appoint David L. Stivers and
William L. Perocchi his true and lawful attorneys-in-fact and agents, with full
power of substitution, whether acting individually or together, to sign the
Registration Statement on Form S-8 in connection with the registration of
1,200,000 shares of Common Stock of Doubletree Corporation issuable upon
exercise of options, stock appreciation rights and other awards pursuant to the
Amended and Restated Equity Participation Plan of Doubletree Corporation, and
any amendments or post-effective amendments to the Registration Statement, on
his behalf, and to file the same, with any exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting
to each of such attorneys-in-fact and agents full power and authority to do and
perform each and every act requisite and necessary in connection with such
matters and hereby ratifying and confirming all that each of such
attorneys-in-fact and agents or his or her substitutes may do or cause to be
done by virtue hereof.

        Such Power of Attorney shall remain in effect until it is revoked in
writing by the undersigned.



                                                /s/ PRISCILLA B. FLORENCE
                                                ------------------------------
                                                Priscilla B. Florence

   5


                               POWER OF ATTORNEY


        The undersigned does hereby constitute and appoint David L. Stivers and
William L. Perocchi his true and lawful attorneys-in-fact and agents, with full
power of substitution, whether acting individually or together, to sign the
Registration Statement on Form S-8 in connection with the registration of
1,200,000 shares of Common Stock of Doubletree Corporation issuable upon
exercise of options, stock appreciation rights and other awards pursuant to the
Amended and Restated Equity Participation Plan of Doubletree Corporation, and
any amendments or post-effective amendments to the Registration Statement, on
his behalf, and to file the same, with any exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting
to each of such attorneys-in-fact and agents full power and authority to do and
perform each and every act requisite and necessary in connection with such
matters and hereby ratifying and confirming all that each of such
attorneys-in-fact and agents or his or her substitutes may do or cause to be
done by virtue hereof.

        Such Power of Attorney shall remain in effect until it is revoked in
writing by the undersigned.



                                                /s/ DALE F. FREY
                                                ------------------------------
                                                Dale F. Frey

   6


                               POWER OF ATTORNEY


        The undersigned does hereby constitute and appoint David L. Stivers and
William L. Perocchi his true and lawful attorneys-in-fact and agents, with full
power of substitution, whether acting individually or together, to sign the
Registration Statement on Form S-8 in connection with the registration of
1,200,000 shares of Common Stock of Doubletree Corporation issuable upon
exercise of options, stock appreciation rights and other awards pursuant to the
Amended and Restated Equity Participation Plan of Doubletree Corporation, and
any amendments or post-effective amendments to the Registration Statement, on
his behalf, and to file the same, with any exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting
to each of such attorneys-in-fact and agents full power and authority to do and
perform each and every act requisite and necessary in connection with such
matters and hereby ratifying and confirming all that each of such
attorneys-in-fact and agents or his or her substitutes may do or cause to be
done by virtue hereof.

        Such Power of Attorney shall remain in effect until it is revoked in
writing by the undersigned.



                                                /s/ RONALD K. GAMEY
                                                ------------------------------
                                                Ronald K. Gamey

   7


                               POWER OF ATTORNEY


        The undersigned does hereby constitute and appoint David L. Stivers and
William L. Perocchi his true and lawful attorneys-in-fact and agents, with full
power of substitution, whether acting individually or together, to sign the
Registration Statement on Form S-8 in connection with the registration of
1,200,000 shares of Common Stock of Doubletree Corporation issuable upon
exercise of options, stock appreciation rights and other awards pursuant to the
Amended and Restated Equity Participation Plan of Doubletree Corporation, and
any amendments or post-effective amendments to the Registration Statement, on
his behalf, and to file the same, with any exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting
to each of such attorneys-in-fact and agents full power and authority to do and
perform each and every act requisite and necessary in connection with such
matters and hereby ratifying and confirming all that each of such
attorneys-in-fact and agents or his or her substitutes may do or cause to be
done by virtue hereof.

        Such Power of Attorney shall remain in effect until it is revoked in
writing by the undersigned.



                                                /s/ EDWARD A. GILHULY
                                                ------------------------------
                                                Edward A. Gilhuly

   8


                               POWER OF ATTORNEY


        The undersigned does hereby constitute and appoint David L. Stivers and
William L. Perocchi his true and lawful attorneys-in-fact and agents, with full
power of substitution, whether acting individually or together, to sign the
Registration Statement on Form S-8 in connection with the registration of
1,200,000 shares of Common Stock of Doubletree Corporation issuable upon
exercise of options, stock appreciation rights and other awards pursuant to the
Amended and Restated Equity Participation Plan of Doubletree Corporation, and
any amendments or post-effective amendments to the Registration Statement, on
his behalf, and to file the same, with any exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting
to each of such attorneys-in-fact and agents full power and authority to do and
perform each and every act requisite and necessary in connection with such
matters and hereby ratifying and confirming all that each of such
attorneys-in-fact and agents or his or her substitutes may do or cause to be
done by virtue hereof.

        Such Power of Attorney shall remain in effect until it is revoked in
writing by the undersigned.



                                                /s/ NORMAN B. LEVENTHAL
                                                ------------------------------
                                                Norman B. Leventhal

   9


                               POWER OF ATTORNEY


        The undersigned does hereby constitute and appoint David L. Stivers and
William L. Perocchi his true and lawful attorneys-in-fact and agents, with full
power of substitution, whether acting individually or together, to sign the
Registration Statement on Form S-8 in connection with the registration of
1,200,000 shares of Common Stock of Doubletree Corporation issuable upon
exercise of options, stock appreciation rights and other awards pursuant to the
Amended and Restated Equity Participation Plan of Doubletree Corporation, and
any amendments or post-effective amendments to the Registration Statement, on
his behalf, and to file the same, with any exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting
to each of such attorneys-in-fact and agents full power and authority to do and
perform each and every act requisite and necessary in connection with such
matters and hereby ratifying and confirming all that each of such
attorneys-in-fact and agents or his or her substitutes may do or cause to be
done by virtue hereof.

        Such Power of Attorney shall remain in effect until it is revoked in
writing by the undersigned.



                                                /s/ MICHAEL W. MICHELSON
                                                ------------------------------
                                                Michael W. Michelson

   10


                               POWER OF ATTORNEY


        The undersigned does hereby constitute and appoint David L. Stivers and
William L. Perocchi his true and lawful attorneys-in-fact and agents, with full
power of substitution, whether acting individually or together, to sign the
Registration Statement on Form S-8 in connection with the registration of
1,200,000 shares of Common Stock of Doubletree Corporation issuable upon
exercise of options, stock appreciation rights and other awards pursuant to the
Amended and Restated Equity Participation Plan of Doubletree Corporation, and
any amendments or post-effective amendments to the Registration Statement, on
his behalf, and to file the same, with any exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting
to each of such attorneys-in-fact and agents full power and authority to do and
perform each and every act requisite and necessary in connection with such
matters and hereby ratifying and confirming all that each of such
attorneys-in-fact and agents or his or her substitutes may do or cause to be
done by virtue hereof.

        Such Power of Attorney shall remain in effect until it is revoked in
writing by the undersigned.



                                                /s/ JOHN H. MYERS
                                                ------------------------------
                                                John H. Myers