Exhibit 3.4



                                 AMENDMENT TO BY-LAWS


     On March 10, 1999, the Board of Directors of Hilton Hotels Corporation
approved an amendment to the Corporation's By-Laws, which added a new article
that reads as follows:

                             "Stockholder Communications 

43.  Notwithstanding anything to the contrary contained in these By-Laws, to the
     extent permitted under applicable law at any time, the Corporation is
     authorized to communicate with stockholders electronically using, without
     limitation, telephone, internet or any other computer based technology, to
     provide reports, proxy statements and other information to stockholders and
     to permit voting by stockholders at stockholders meetings."