EXHIBIT 10.29


                                     RESOLUTIONS
                                        OF THE
                                  BOARD OF DIRECTORS
                                          OF
                              HILTON HOTELS CORPORATION
                             AMENDING THRIFT SAVINGS PLAN


          WHEREAS, this Corporation maintains the Hilton Hotels Thrift Savings
Plan (the "Plan"); and

          WHEREAS, this Board of Directors has the authority to amend the Plan;
and

          WHEREAS, this Board of Directors, after discussion and deliberation,
has determined that it is desirable to amend the Plan as set forth herein; 

          NOW, THEREFORE, BE IT RESOLVED, that Section 5.3(b) of the Plan is
amended, effective January 1, 1997, by adding the following Section 5.3(b)(iii)
thereto:

               "(iii)  Notwithstanding the first sentence of the first paragraph
     of this Section 5.3(b), a Participant who was employed by Bally
     Entertainment Corporation ("Bally") on or before December 31, 1997 and who
     became an employee of the Company upon the Company's acquisition of Bally
     shall become vested in his Company Contribution Account to the extent of
     twenty percent (20%) upon completion of one Year of Service and twenty
     percent (20%) for each additional Year of Service."