Exhibit 21

HILTON HOTELS CORPORATION

SUBSIDIARIES, JOINT VENTURES AND AFFILIATES

A. WHOLLY OWNED SUBSIDIARIES

State or Country
Name of Incorporation
---- ----------------
Bally's Grand Property Sub I, Inc. (1) Nevada
Capital Hilton, L.L.C. (8) New York
Compass Computer Services, Inc. Delaware
Conrad International (Belgium) Corporation (4) Nevada
Conrad International (Cairo) Corporation (4) Nevada
Conrad International Corporation (3) Nevada
Conrad International (Egypt) Corporation (2) (4) Nevada
Conrad International (Indonesia) Corporation (2) (4) Nevada
Conrad International (Spain) Corporation (2) (4) Nevada
Conrad International (Thailand) Corporation (2) (4) Nevada
Conrad International (Thailand) Limited (4) Thailand
Conrad International Hotels (HK) Ltd. (4) Hong Kong
Conrad International Hotels Limited (2) (4) Ireland
Conrad International Investment (Jakarta) Corporation (4) Nevada
Conrad International Management Services (Singapore) Pte Ltd (4) Singapore
Conrad International Services (12) Belgium
Destination Resorts, Inc. Arizona
DFW Bevco, Inc. (10) Texas
DFW Hilton, Inc. Nevada
Grand Vacations Realty, Inc. (6) Delaware
Hapeville Investors, Inc. Delaware
Hilton Charlotte, Inc. Nevada
Hilton Chicago Corporation Nevada
Hilton Dallas, Inc. (11) Nevada
Hilton D.C. Corporation Nevada
Hilton Employee Relief Fund California
Hilton Equipment Corporation Delaware
Hilton Finance Corporation Nevada
Hilton Fort Worth, Inc. Nevada
Hilton Grand Vacations Development Company-Las Vegas, LLC Nevada
Hilton Grand Vacations Exchange Company (6) Delaware
Hilton Hawaii Corporation Delaware
Hilton Holdings, Inc. Nevada
Hilton Hotels Partners I, Inc. Delaware
Hilton Hotels Partners II, Inc. Delaware
Hilton Hotels U.S.A., Inc. Delaware
Hilton Illinois Corp. (7) Nevada
Hilton Illinois Holdings, Inc. Delaware
Hilton Inns, Inc. Delaware
Hilton Insurance Corporation Vermont

A. WHOLLY OWNED SUBSIDIARIES (CONTINUED)

State or Country
Name of Incorporation
---- ----------------
Hilton Kansas City Corporation Missouri
Hilton New Jersey Corporation New Jersey
Hilton New York Corporation Nevada
Hilton Pennsylvania Hotel Corporation Delaware
Hilton Recreation, Inc. Delaware
Hilton Resorts Corporation Delaware
Hilton San Diego Corporation California
Hilton San Francisco Corporation Nevada
Hilton Suites, Inc. Delaware
Hilton Systems, Inc. Nevada
Hilton Texas, Inc. Nevada
Hilton Washington Corporation New York
HKC Advertising, Inc. (5) Missouri
HKC Partners, Inc. Missouri
HLT Corporation Delaware
Hotels Statler Company, Inc. Delaware
Kenner Investors, Inc. Delaware
Rye Hilton, L.L.C. (9) New York
The Beverly Hilton Corporation (2) California
The Hotel Waldorf-Astoria Corporation (2) New York
The New Yorker Hotel Corporation (2) New York
The Palmer House Hilton Hotel Company (2) Illinois
Washington Hilton, L.L.C. (8) New York

- - --------------------------------------------------------------------------------

(1) Inactive.

(2) Nameholding company.

(3) Wholly owned by Hilton Hotels U.S.A., Inc., which is wholly owned by Hilton
Hotels Corporation.

(4) Wholly owned by Conrad International Corporation, which is wholly owned by
Hilton Hotels U.S.A., Inc., which is wholly owned by Hilton Hotels
Corporation.

(5) Wholly owned by Hilton Kansas City Corporation, which is wholly owned by
Hilton Hotels Corporation.

(6) Wholly owned by Hilton Grand Vacations Company, a joint venture which is
50% owned by Hilton Hotels Corporation and 50% owned by Hilton Resorts
Corporation.

(7) Wholly owned by Hilton Illinois Holdings, Inc., which is wholly owned by
Hilton Hotels Corporation.

(8) 50.05% owned by Hilton Hotels Corporation, and 49.95% owned by Hilton D.C.
Corporation, which is wholly owned by Hilton Hotels Corporation.

(9) 50.05% owned by Hilton Hotels Corporation, and 49.95% owned by Hilton New
York Corporation, which is wholly owned by Hilton Hotels Corporation.

A. WHOLLY OWNED SUBSIDIARIES (CONTINUED)

(10) Wholly owned by Hilton Dallas, Inc., which is wholly owned by Hilton Fort
Worth, Inc., which is wholly owned by Hilton Hotels Corporation.

(11) Wholly owned by Hilton Fort Worth, Inc., which is wholly owned by Hilton
Hotels Corporation.

(12) .04% (four-one-hundredths of one percent) owned by Hilton Hotels
Corporation, and 99.96% owned by Conrad International Corporation, which is
wholly owned by Hilton Hotels U.S.A., Inc., which is wholly owned by Hilton
Hotels Corporation.

B. PARTIALLY OWNED SUBSIDIARIES

% State or Country
Name Ownership of Incorporation
---- --------- ----------------

349 West 53rd Street Realty Corp. (1)(13) See (13) below. New York

Earlsfort Centre Hotel Proprietors Limited (2) 14.7 Ireland

HHC/PTC, LLC (3) 75 Delaware

HHV Holdings LLC (4) See (4) below. Nevada

HHV Holdings II LLC (4) See (4) below. Nevada

Hilton Hawaiian Village LLC (5) 50 Hawaii

Hilton HHonors Worldwide, L.L.C. (6) 50 Delaware

Hilton Marketing Worldwide, L.L.C. (6) 50 Delaware

Hilton Reservations Worldwide, L.L.C. (6) 50 Delaware

International Company for
Touristic Investments, S.A.E. (7) 10 Egypt

MeriTex, LLC (8) See (8) below. Delaware

Oakbrook Hilton Suites and
Garden Inn LLC (9) 50 Illinois

On Command Corporation 8.5 Delaware

P.T. Jakarta International Artha (10) 10 Indonesia

Windsor Casino Financial Limited (11) 50 Ontario, Canada

Windsor Casino Limited (11) 50 Ontario, Canada

Windsor Casino Supplies Limited (11) 50 Ontario, Canada

Yeditepe Beynelmilel Otelcilik 25 Turkey
Turizm Ve Ticaret, A.S.
("Seven Hills International Hotels,
Tourism and Trade, A.S.") (12)

- - -----------------------------------------------------------------------------------------------

B. PARTIALLY OWNED SUBSIDIARIES (CONTINUED)

(1) Inactive corporation.

(2) 14.7% owned by Conrad International Corporation, which is wholly owned by
Hilton Hotels U.S.A., Inc., which is wholly owned by Hilton Hotels
Corporation.

(3) 75% owned by Destination Resorts, Inc., which is wholly owned by Hilton
Hotels Corporation, and 25% owned by Pointe Tapatio Resort Properties No. 1
Limited Partnership.

(4) 48% owned by Hilton Hotels Corporation and 2% owned by Hilton Recreation,
Inc. The remaining interest is held by The Prudential Insurance Company of
America.

(5) 100% owned by Hilton Hawaiian Village LLC, which is 48% owned by Hilton
Hotels Corporation, 2% owned by Hilton Recreation, Inc., and 50% owned by
The Prudential Insurance Company of America.

(6) The remaining ownership interest is held by Hilton International Co.

(7) 10% owned by Conrad International Corporation, which is wholly owned by
Hilton Hotels U.S.A., Inc., which is wholly owned by Hilton Hotels
Corporation.

(8) Hilton Hotels Corporation owns 100% of the issued and outstanding Class B
(equity) shares. P & O, Inc. owns 100% of the issued and outstanding Class
A (managing) shares.

(9) 50% owned by Hilton Suites, Inc., which is wholly owned by Hilton Hotels
Corporation, and 50% owned by Martinique-Drury Lane Oakbrook Partnership.
This entity was converted from an Illinois partnership to an LLC effective
5/15/98.

(10) 10% owned by Conrad International Investment (Jakarta) Corporation, which
is wholly owned by Conrad International Corporation, which is wholly owned
by Hilton Hotels U.S.A., Inc., which is wholly owned by Hilton Hotels
Corporation.

(11) 50% owned by Conrad International Corporation, which is wholly owned by
Hilton Hotels U.S.A., Inc., which is wholly owned by Hilton Hotels
Corporation.

(12) 25% owned by Conrad International Corporation, which is wholly owned by
Hilton Hotels U.S.A., Inc., which is wholly owned by Hilton Hotels
Corporation.

(13) Wholly owned by the New York Hilton Joint Venture, which is 50% owned by
Hilton Hotels Corporation, 49.5% owned by Hilton New York Corporation, and
.5% owned by The Prudential Insurance Company of America.

C. JOINT VENTURES

% State or Country
Name Ownership of Incorporation
---- --------- ----------------

Avenue Louise Hotel Partners S.N.C. (1) 100 Belgium

Chicago Hilton Joint Venture (2) 100 Illinois

Destination Resort Affiliates (3) 50 Arizona

DFW Hilton Hotel Limited Partnership (4) 100 Texas

Flamingo Hilton Riverboat Casino, L.P. (5) 100 Missouri

Global Resort Partners (6) 13.34 Hawaii

Grand Vacations Realty, Limited (7) 100 Florida

Grand Vacations Title, Limited (7) 100 Florida

Hapeville Hotel Limited Partnership (8) 100 Delaware

Hilton Grand Vacations Club (9) 100 Florida

Hilton Grand Vacations Company (10) 100 Nevada

Hilton Grand Vacations
Development Company - Las Vegas (10) 100 Nevada

Hilton Grand Vacations
Development Company - Orlando (10) 100 Florida

International Rivercenter Partnership 67.4 Louisiana

Kenner Hotel Limited Partnership (11) 100 Delaware

Logan Hilton Joint Venture (12) 100 Massachusetts

McLean Hotel Associates Limited Partnership (13) 100 Virginia

New Orleans International Hotel 26.33 Louisiana

New Orleans Rivercenter 38.75 Louisiana

New York Hilton Joint Venture (14) 99.5 New York

San Francisco Hilton, L.P. (15) 100 California

Tarrytown Hilton Joint Venture (16) 100 New York

Valencia Hotel Joint Venture (17) 25 California

C. JOINT VENTURES (CONTINUED)
- - --------------------------------------------------------------------------------

(1) 50% of this partnership is owned by Conrad International Corporation, which
is wholly owned by Hilton Hotels U.S.A., Inc., which is wholly owned by
Hilton Hotels Corporation. The remaining 50% is owned by Conrad
International (Belgium) Corporation, which is wholly owned by Conrad
International Corporation, which is wholly owned by Hilton Hotels U.S.A.,
Inc., which is wholly owned by Hilton Hotels Corporation.

(2) 40.24% owned by Hilton Hotels Corporation, and 59.76% owned by Hilton
Chicago Corporation, which is wholly owned by Hilton Hotels Corporation.

(3) 50% of this joint venture is owned by Destination Resorts, Inc., which is
wholly owned by Hilton Hotels Corporation.

(4) 99% owned by DFW Hilton Inc., which is wholly owned by Hilton Hotels
Corporation, and 1% owned by Hilton Texas, Inc., which is wholly owned by
Hilton Hotels Corporation.

(5) 90% of this partnership is owned by Hilton Kansas City Corporation, which
is wholly owned by Hilton Hotels Corporation. The remaining 10% is owned
by HKC Partners, Inc., which is wholly owned by Hilton Hotels Corporation.

(6) 13.34% owned by Hilton Recreation, Inc., which is wholly owned by Hilton
Hotels Corporation

(7) 99% owned by Hilton Grand Vacations Company, and 1% owned by Grand
Vacations Realty, Inc.

(8) 1% owned by Hilton Hotels Partners II, Inc. (the general partner), and 99%
owned by Hapeville Investors, Inc. (the limited partner.) Both the general
and limited partners are wholly owned by Hilton Hotels Corporation.

(9) 99% owned by Hilton Grand Vacations Company, and 1% owned by Hilton Grand
Vacations Exchange Company.

(10) 50% of this joint venture is owned by Hilton Hotels Corporation. The
remaining 50% is owned by Hilton Resorts Corporation, which is wholly owned
by Hilton Hotels Corporation.

(11) 1% owned by Hilton Hotels Partners I, Inc. (the general partner), and 99%
owned by Kenner Investors, Inc. (the limited partner.) Both the general
and limited partners are wholly owned by Hilton Hotels Corporation.

(12) 35% of this joint venture is owned by Hilton Hotels Corporation. The
remaining 65% is owned by Hilton Systems, Inc., which is wholly owned by
Hilton Hotels Corporation.

(13) 7.5% owned by Hilton Hotels Corporation, and 92.5% owned by Kenner
Investors, Inc., which is wholly owned by Hilton Hotels Corporation.

(14) The remaining ownership interest is held by The Prudential Insurance
Company of America.

(15) 50.25% owned by Hilton Hotels Corporation, and 49.75% owned by Hilton San
Francisco Corporation, which is wholly owned by Hilton Hotels Corporation.

(16) 50% of this joint venture is owned by Hilton Hotels Corporation. The
remaining 50% is owned by Hilton Systems, Inc., which is wholly owned by
Hilton Hotels Corporation.

(17) 25% owned by Hilton Inns, Inc., which is wholly owned by Hilton Hotels
Corporation.

D. AFFILIATES

1. The following are special purpose corporations formed in connection with the
operation of beverage service at particular hotels. Hilton Hotels Corporation
does not directly or indirectly own any of the shares of these corporations.

State of
Name of Corporation Incorporation
------------------- -------------
Hilton Beverage Corporation Louisiana
New Orleans Hilton Beverage Corporation Louisiana

2. The following nonprofit corporation serves as the owner of the health club
at the Washington Hilton & Towers. It is owned by the members of that hotel's
health club. Hilton Hotels Corporation does not have any direct or indirect
ownership interest in this corporation.

State of
Name of Corporation Incorporation
------------------- -------------
Washington Hilton Racquet Club District of Columbia