Exhibit 99.02

                             AMENDMENT 1999-1 TO THE
                        HILTON HOTELS THRIFT SAVINGS PLAN
                 (As Amended and Restated as of January 1, 1997)

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

         WHEREAS, the Company's Board of Directors (the "Board") has the
authority to amend the Plan; and

         WHEREAS, the Board desires to amend the Plan, effective immediately for
any Matching Company Contributions under the Plan not paid as of the date of
adoption of this Amendment.

         NOW, THEREFORE, the Plan is hereby amended as follows:

         1.       The first paragraph of Section 4.1 is amended to read as
                  follows:

                           "SECTION 4.1  MATCHING COMPANY CONTRIBUTIONS. With
                  respect to Participants who have completed five or fewer Years
                  of Service, at the time such Participant's contributions are
                  paid to the Trustee, the Company will pay to the Trustee a
                  corresponding contribution equal to fifty percent (50%) of the
                  Participant Contributions or Compensation Deferrals for the
                  payroll period of each such Participant (reduced by certain
                  forefeitures as provided in Section 6.3); provided that
                  the maximum Matching Company Contribution made on behalf of
                  any such Participant shall not exceed 3% of such Participant's
                  Compensation during the payroll period. With respect to
                  Participants who have completed more than five Years of
                  Service, at the time such Participant's contributions are paid
                  to the Trustee, the Company will pay to the Trustee a
                  corresponding contribution equal to seventy-five percent (75%)
                  of the Participant Contributions or Compensation Deferrals
                  for the payroll period of each such Participant (reduced by
                  certain forfeitures as provided in Section 6.3); provided that
                  the maximum Matching Company Contribution made on behalf of
                  any such Participant shall not exceed 4.5% of such
                  Participant's Compensation during the payroll period.
                  Notwithstanding the previous two sentences, the maximum
                  Matching Company Contribution made on behalf of any
                  Participant during a Plan Year shall not exceed 50% (for
                  Participants who have completed five or fewer Years of
                  Service at the end of the Plan Year) or 75% (for Participants
                  who have completed more than five Years of Service at the end
                  of the Plan Year) of the annual limitation contained in Code
                  Section 402(g)(1), as adjusted annually under Code Section
                  402(g)(5). Matching Company Contributions shall be deemed to
                  be made first with respect to a Participant's Compensation
                  Deferrals, and then, in the event that such Participant's
                  Matching Company Contributions exceed the maximum amount
                  which could have been made with respect to his or her
                  Compensation Deferrals, with respect to his or her Participant
                  Contributions. Notwithstanding the foregoing, to the extent
                  determined by the Company, the Company may at its




                  sole discretion make an additional Matching Contribution for
                  any Plan Year on behalf of Participants whose Compensation
                  does not exceed a specified dollar amount ("Eligible
                  Participants"). Such additional Matching Company Contribution
                  for a Plan Year shall be allocated among Eligible Participants
                  who are Employees as of the last day of such Plan Year in the
                  proportion that each such Eligible Participant's Matched
                  Contributions for the Plan Year bears to the total of Matched
                  Contributions by all such Eligible Participants for such Plan
                  Year. Any additional Matching Company Contribution shall be
                  made within the time prescribed under Section 404 of the Code
                  and such contribution shall be deemed to be made with respect
                  to that Participant's Compensation Deferrals."

         2.       Except as provided in this Amendment, the remaining provisions
                  of the Plan shall be unchanged and the Plan shall remain in
                  full force and effect.

         IN WITNESS WHEREOF, the Company has caused this amendment to be
executed by its duly authorized officer on this __ day of April, 1999.



                                         HILTON HOTELS CORPORATION


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