As filed with the Securities and Exchange Commission on June 6, 1995
                                                      Registration No. 33-      

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                                 
                               ------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933
                                                 
                               ------------------
                            PROMUS HOTEL CORPORATION
             (Exact name of registrant as specified in its charter)
     DELAWARE                                        62-1596939
 
(State or other jurisdiction                      (I.R.S. Employer
of incorporation or organization)                  Identification No.)

6800 Poplar Avenue, Suite 200
     Memphis, Tennesse                                      38138
(Address of principal executive offices)                  (Zip Code)
                                                 
                               ------------------


                          THE PROMUS HOTEL CORPORATION 
                           SAVINGS AND RETIREMENT PLAN
                            (Full Title of the Plan)

                                                         
                       ----------------------------------
                               Ralph B. Lake, Esq.
               Senior Vice President, Secretary and General Counsel
                            Promus Hotel Corporation
                          6800 Poplar Avenue, Suite 200
                            Memphis, Tennessee 38138
                                 (901) 758-3100
               (Name, address, including zip code, and telephone 
                number,including area code, of agent for service)
                                                 
                               ------------------

                         Calculation of Registration Fee

<TABLE><CAPTION>
                                                                    Proposed
                                 Amount           Proposed          Maximum
                               of Shares          Maximum           Aggregate       Amount of
Title of Each Class of           to be          Offering Price      Offering      Registration
Securities to be Registered   Registered (1)    Per Share (2)       Price (2)          Fee

<S>                           <C>               <C>               <C>             <C>
Common Stock         
$0.10 par value                3,000,000            $2.73         $8,190,000.00     $2824.14
</TABLE>
                                  
                     
(1)       The Promus Hotel Corporation Savings and Retirement Plan (the "Plan")
          authorizes the issuance of a maximum of 3,000,000 shares of Common
          Stock of Promus Hotel Corporation (the "Company").

          Pursuant to Rule 416(c), this registration statement also covers an
          indeterminate amount of interests to be offered or sold pursuant to
          the Plan.

(2)       For purposes of computing the registration fee only, pursuant to Rule
          457(h)(1), the Proposed Maximum Offering Price Per Share is based upon
          the pro forma book value of the shares as calculated on December 31,
          1994.

                               Page 1 of 67 pages.

                        Exhibit Index appears on page 7.



<PAGE>
                                     PART I

Item 1.   Plan Information

          Not required to be filed with this Registration Statement.


Item 2.   Registrant Information and Employee Plan Annual Information

          Not required to be filed with this Registration Statement.

                                     PART II

Item 3.   Incorporation of Documents by Reference

          The following documents are incorporated herein by reference:

          (a)  The Company's Registration Statement on Form 10 filed pursuant to
               Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as
               amended (the "Exchange Act").

          (b)  The description of the Company's Common Stock contained in the
               Company's Registration Statement filed on Form 10 dated April 28,
               1995, filed under the Exchange Act, including any amendment or
               report filed for the purpose of updating such description.

          All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, are incorporated by reference
in this Registration Statement and are a part hereof from the date of filing
such documents.  Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement.  Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

Item 4.   Description of Securities

          Not required to be filed with this registration statement.

Item 5.   Interests of Named Experts and Counsel

          The legality of the securities registered hereby has been passed upon
by Ralph B. Lake, General Counsel of the Company.  Upon the initial issuance of
securities being registered hereby Mr. Lake is expected to beneficially own
9,028 shares of Common Stock and to hold options for 45,208 shares of Common
Stock.

Item 6.   Indemnification of Directors and Officers

          Section 145 of the General Corporation Law of Delaware empowers the
Company to indemnify, subject to the standards set forth therein, any person who
is a party in any action in connection with any action, suit or proceeding
brought or threatened by reason of the fact that the person was a director,
officer, employee or agent of the Company, or is or was serving as such with
respect to another entity at the request of the Company.  The General
Corporation Law of Delaware also provides that the Company may purchase
insurance on behalf of any such director, officer, employee or agent.

          Section 102(b)(7) of the General Corporation Law of Delaware enables a
Delaware corporation to provide in its certificate of incorporation for the
elimination or limitation of the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director.  Any such provision cannot eliminate or limit a director's
liability (1) for any breach of the director's duty of loyalty to the
corporation or its stockholders; (2) 



                                        2

<PAGE>
for acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law; (3) under Section 174 of the General Corporation
Law of Delaware (which imposes liability on directors for unlawful payment of
dividends or unlawful stock purchase or redemption); or (4) for any transaction
from which the director derived an improper personal benefit.  Article
Thirteenth of the Certificate of Incorporation of the Company eliminates the
liability of a director of the Company to the Company or its stockholders for
monetary damages for breach of fiduciary duty as a director to the full extent
permitted by the General Corporation Law of Delaware.

          Article Tenth of the Certificate of Incorporation of the Company
provides for indemnification of the officers and directors of the Company to the
full extent permitted by the General Corporation Law of Delaware.

          The Company plans to enter into Indemnification Agreements with its
directors, executive officers and certain other officers.  Generally, the
Indemnification Agreements would provide that the Company will indemnify such
persons against any and all expenses, judgments, fines, penalties and amounts
paid in settlement (including all interest, assessments and other charges paid
or payable in connection with or in respect of such expenses, judgments, fines,
penalties or amounts paid in settlement) of any Claim by reason of (or arising
in part out of) an Indemnifiable Event.  "Claim" is defined as any threatened,
pending or completed action, suit or proceeding or any inquiry or investigation,
whether conducted by the Company or any other party, that the indemnitee in good
faith believes might lead to the institution of any such action, suit or
proceeding, whether civil, criminal, administrative, investigative or other. 
"Indemnifiable Event" is defined as any event or occurrence related to the fact
that indemnitee is or was a director, officer, employee, trustee, agent or
fiduciary of the Company or is or was serving at the request of the Company as a
director, officer, employee, trustee, agent or fiduciary of another corporation,
partnership, joint venture, employee benefit plan, trust or other enterprise, or
by reason of anything done or not done by indemnitee in any such capacity. 
Notwithstanding the foregoing, (i) the obligations of the Company shall be
subject to the condition that the reviewing party (as defined) shall not have
determined (in a written opinion, in any case in which special, independent
counsel is involved) that indemnitee would not be permitted to be indemnified
under applicable law, and (ii) the obligation of the Company to make an expense
advance shall be subject to the condition that, if, when and to the extent that
the reviewing party determines that indemnitee would not be permitted to be so
indemnified under applicable law, the Company shall be entitled to be reimbursed
by indemnitee (who has agreed to reimburse the Company) for all such amounts
theretofore paid; provided, that if indemnitee has commenced legal proceedings
in a court of competent jurisdiction to secure a determination that indemnitee
should be indemnified under applicable law, any determination made by the
reviewing party that indemnitee would not be permitted to be indemnified under
applicable law shall not be binding and indemnitee shall not be required to
reimburse the Company for any expense advance until a final judicial
determination is made with respect thereto (as to which all rights of appeal
therefrom have been exhausted or lapsed).


Item 7.   Exemption from Registration Claimed

          Not applicable.

Item 8.   Exhibits

*4.1      Promus Hotel Corporation Savings and Retirement Plan

 4.2      Amended and Restated Certificate of Incorporation of Promus Hotel
          Corporation (attached as Annex II-A to the Company's Registration
          Statement on Form 10 filed with the Commission April 28, 1995 and
          incorporated herein by reference)

 4.3      Restated Bylaws of Promus Hotel Corporation (attached as Annex
          II-B to the Company's Registration Statement on Form 10 filed
          with the Commission April 28, 1995 and incorporated herein by
          reference)

*5        Opinion of Ralph B. Lake as to the legality of the securities
          being registered hereby



                                        3

<PAGE>

*23.1     Consent of Ralph B. Lake (included as part of Exhibit 5)

*23.2     Consent of Arthur Andersen LLP, independent certified public
          accountants

*24       Power of Attorney (included on page 6)



_______________________

  * Filed herewith

Item 9.   Undertakings

          The undersigned registrant hereby undertakes:

               (1)  To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:

                    (a)  To include any prospectus required by Section 10(a)(3)
          of the Securities Act of 1933;

                    (b)  To reflect in the prospectus any facts or events
          arising after the effective date of this Registration Statement (or
          the most recent post-effective amendment thereof) which, individually
          or in the aggregate, represent a fundamental change in the information
          set forth in the Registration Statement;

                    (c)  To include any material information with respect to the
          plan of distribution not previously disclosed in the Registration
          Statement or any material change to such information in the
          Registration Statement;

               provided, however, that paragraphs (1)(a) and (1)(b) shall not
apply to information contained in periodic reports filed with or furnished to
the Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration Statement.

               (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

               (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

          The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

          Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable.  In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court 



                                        4

<PAGE>
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.

          Pursuant to Item 8(b) of Form S-8, in lieu of (i) an opinion of
counsel concerning the Plan's compliance with the requirements of ERISA and (ii)
an Internal Revenue Service ("IRS") determination letter that the Plan is
qualified under Section 401 of the Internal Revenue Code of 1986, as amended,
the undersigned registrant hereby undertakes to submit the Plan and any
amendments thereto to the IRS in a timely manner and will make all changes
required by the IRS to qualify the Plan.



                                        5

<PAGE>
                                   SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Memphis, State of Tennessee, on this 6th day of June,
1995.

                                   PROMUS HOTEL CORPORATION


                                   By:   RALPH B. LAKE                          
                                       -------------------------------
                                         Ralph B. Lake
                                         Senior Vice President, Secretary
                                         and General Counsel

                                POWER OF ATTORNEY

          Each person whose signature appears below constitutes and appoints
Donald H. Dempsey, Ralph B. Lake, Raymond E. Schultz, and David C. Sullivan,
each or any of them, his true and lawful attorney-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
          Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in their
capacities and on the dates indicated.


          Signature                Title                       Date
          ---------                -----                       ----
                            

  DONALD H. DEMPSEY         Senior Vice President and Chief   June 6, 1995
- -----------------------     Financial Officer (Principal
    Donald H. Dempsey       Financial Officer)



  JEFFERY M. JARVIS         Vice President and Controller     June 6, 1995
- --------------------------  (Principal Accounting Officer)
    Jeffery M. Jarvis


                                                              June 6, 1995
  BEN C. PETERNELL          Director
- -------------------------
     Ben C. Peternell


                            
  MICHAEL D. ROSE           Director and Chairman of          June 6, 1995
- --------------------------  the Board
    Michael D. Rose
     


  RAYMOND E. SCHULTZ        Director, President and Chief     June 6, 1995
- ----------------------      Executive Officer (Principal
    Raymond E. Schultz      Executive Officer)



  DAVID C. SULLIVAN         Executive Vice President and
- -------------------------   Chief Operating Officer           June 6, 1995
    David C. Sullivan       



                                        6

<PAGE>
                                INDEX TO EXHIBITS
EXHIBIT                                                                    PAGE
- -------                                                                    ----
*4.1      Promus Hotel Corporation Savings and Retirement Plan               8

 4.2      Amended and Restated Certificate of Incorporation of Promus Hotel  N/A
          Corporation (attached as Annex II-A to the Company's Registration  
          Statement on Form 10 filed with the Commission April 28, 1995 and
          incorporated herein by reference)

 4.3      Restated Bylaws of Promus Hotel Corporation (attached as Annex     N/A
          II-B to the Company's Registration Statement on Form 10 filed      
          with the Commission April 28, 1995 and incorporated herein by
          reference)

*5        Opinion of Ralph B. Lake as to the legality of the securities      65
          being registered hereby

*23.1     Consent of Ralph B. Lake                                           65

*23.2     Consent of Arthur Andersen LLP, independent certified public       67
          accountants
*24       Power of Attorney (included on page 6)                             6



_______________________

  * Filed herewith



                                        7
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As filed with the Securities and Exchange Commission on June 6, 1995
                                                      Registration No. 33-      

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                                 
                               ------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933
                                                 
                               ------------------
                            PROMUS HOTEL CORPORATION
             (Exact name of registrant as specified in its charter)
     DELAWARE                                        62-1596939
 
(State or other jurisdiction                      (I.R.S. Employer
of incorporation or organization)                  Identification No.)

6800 Poplar Avenue, Suite 200
     Memphis, Tennesse                                      38138
(Address of principal executive offices)                  (Zip Code)
                                                 
                               ------------------

                          THE PROMUS HOTEL CORPORATION 
                           SAVINGS AND RETIREMENT PLAN
                            (Full Title of the Plan)

                                                         
                       ----------------------------------
                               Ralph B. Lake, Esq.
               Senior Vice President, Secretary and General Counsel
                            Promus Hotel Corporation
                          6800 Poplar Avenue, Suite 200
                            Memphis, Tennessee 38138
                                 (901) 758-3100
               (Name, address, including zip code, and telephone 
                number,including area code, of agent for service)
                                                 
                               ------------------

                         Calculation of Registration Fee
Proposed
                                 Amount           Proposed          Maximum
                               of Shares          Maximum           Aggregate       Amount of
Title of Each Class of           to be          Offering Price      Offering      Registration
Securities to be Registered   Registered (1)    Per Share (2)       Price (2)          Fee
Common Stock         
$0.10 par value                3,000,000            $2.73         $8,190,000.00     $2824.14
(1)       The Promus Hotel Corporation Savings and Retirement Plan (the "Plan")
          authorizes the issuance of a maximum of 3,000,000 shares of Common
          Stock of Promus Hotel Corporation (the "Company").

          Pursuant to Rule 416(c), this registration statement also covers an
          indeterminate amount of interests to be offered or sold pursuant to
          the Plan.

(2)       For purposes of computing the registration fee only, pursuant to Rule
          457(h)(1), the Proposed Maximum Offering Price Per Share is based upon
          the pro forma book value of the shares as calculated on December 31,
          1994.

                               Page 1 of 67 pages.

                        Exhibit Index appears on page 7.
PART I

Item 1.   Plan Information

          Not required to be filed with this Registration Statement.

Item 2.   Registrant Information and Employee Plan Annual Information

          Not required to be filed with this Registration Statement.

                                     PART II

Item 3.   Incorporation of Documents by Reference

          The following documents are incorporated herein by reference:

          (a)  The Company's Registration Statement on Form 10 filed pursuant to
               Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as
               amended (the "Exchange Act").

          (b)  The description of the Company's Common Stock contained in the
               Company's Registration Statement filed on Form 10 dated April 28,
               1995, filed under the Exchange Act, including any amendment or
               report filed for the purpose of updating such description.

          All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, are incorporated by reference
in this Registration Statement and are a part hereof from the date of filing
such documents.  Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement.  Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

Item 4.   Description of Securities

          Not required to be filed with this registration statement.

Item 5.   Interests of Named Experts and Counsel

          The legality of the securities registered hereby has been passed upon
by Ralph B. Lake, General Counsel of the Company.  Upon the initial issuance of
securities being registered hereby Mr. Lake is expected to beneficially own
9,028 shares of Common Stock and to hold options for 45,208 shares of Common
Stock.

Item 6.   Indemnification of Directors and Officers

          Section 145 of the General Corporation Law of Delaware empowers the
Company to indemnify, subject to the standards set forth therein, any person who
is a party in any action in connection with any action, suit or proceeding
brought or threatened by reason of the fact that the person was a director,
officer, employee or agent of the Company, or is or was serving as such with
respect to another entity at the request of the Company.  The General
Corporation Law of Delaware also provides that the Company may purchase
insurance on behalf of any such director, officer, employee or agent.

          Section 102(b)(7) of the General Corporation Law of Delaware enables a
Delaware corporation to provide in its certificate of incorporation for the
elimination or limitation of the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director.  Any such provision cannot eliminate or limit a director's
liability (1) for any breach of the director's duty of loyalty to the
corporation or its stockholders; (2) 

                                        2
for acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law; (3) under Section 174 of the General Corporation
Law of Delaware (which imposes liability on directors for unlawful payment of
dividends or unlawful stock purchase or redemption); or (4) for any transaction
from which the director derived an improper personal benefit.  Article
Thirteenth of the Certificate of Incorporation of the Company eliminates the
liability of a director of the Company to the Company or its stockholders for
monetary damages for breach of fiduciary duty as a director to the full extent
permitted by the General Corporation Law of Delaware.

          Article Tenth of the Certificate of Incorporation of the Company
provides for indemnification of the officers and directors of the Company to the
full extent permitted by the General Corporation Law of Delaware.

          The Company plans to enter into Indemnification Agreements with its
directors, executive officers and certain other officers.  Generally, the
Indemnification Agreements would provide that the Company will indemnify such
persons against any and all expenses, judgments, fines, penalties and amounts
paid in settlement (including all interest, assessments and other charges paid
or payable in connection with or in respect of such expenses, judgments, fines,
penalties or amounts paid in settlement) of any Claim by reason of (or arising
in part out of) an Indemnifiable Event.  "Claim" is defined as any threatened,
pending or completed action, suit or proceeding or any inquiry or investigation,
whether conducted by the Company or any other party, that the indemnitee in good
faith believes might lead to the institution of any such action, suit or
proceeding, whether civil, criminal, administrative, investigative or other. 
"Indemnifiable Event" is defined as any event or occurrence related to the fact
that indemnitee is or was a director, officer, employee, trustee, agent or
fiduciary of the Company or is or was serving at the request of the Company as a
director, officer, employee, trustee, agent or fiduciary of another corporation,
partnership, joint venture, employee benefit plan, trust or other enterprise, or
by reason of anything done or not done by indemnitee in any such capacity. 
Notwithstanding the foregoing, (i) the obligations of the Company shall be
subject to the condition that the reviewing party (as defined) shall not have
determined (in a written opinion, in any case in which special, independent
counsel is involved) that indemnitee would not be permitted to be indemnified
under applicable law, and (ii) the obligation of the Company to make an expense
advance shall be subject to the condition that, if, when and to the extent that
the reviewing party determines that indemnitee would not be permitted to be so
indemnified under applicable law, the Company shall be entitled to be reimbursed
by indemnitee (who has agreed to reimburse the Company) for all such amounts
theretofore paid; provided, that if indemnitee has commenced legal proceedings
in a court of competent jurisdiction to secure a determination that indemnitee
should be indemnified under applicable law, any determination made by the
reviewing party that indemnitee would not be permitted to be indemnified under
applicable law shall not be binding and indemnitee shall not be required to
reimburse the Company for any expense advance until a final judicial
determination is made with respect thereto (as to which all rights of appeal
therefrom have been exhausted or lapsed).

Item 7.   Exemption from Registration Claimed

          Not applicable.

Item 8.   Exhibits

*4.1      Promus Hotel Corporation Savings and Retirement Plan

 4.2      Amended and Restated Certificate of Incorporation of Promus Hotel
          Corporation (attached as Annex II-A to the Company's Registration
          Statement on Form 10 filed with the Commission April 28, 1995 and
          incorporated herein by reference)

 4.3      Restated Bylaws of Promus Hotel Corporation (attached as Annex
          II-B to the Company's Registration Statement on Form 10 filed
          with the Commission April 28, 1995 and incorporated herein by
          reference)

*5        Opinion of Ralph B. Lake as to the legality of the securities
          being registered hereby

                                        3
*23.1     Consent of Ralph B. Lake (included as part of Exhibit 5)

*23.2     Consent of Arthur Andersen LLP, independent certified public
          accountants

*24       Power of Attorney (included on page 6)

_______________________

  * Filed herewith

Item 9.   Undertakings

          The undersigned registrant hereby undertakes:

               (1)  To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:

                    (a)  To include any prospectus required by Section 10(a)(3)
          of the Securities Act of 1933;

                    (b)  To reflect in the prospectus any facts or events
          arising after the effective date of this Registration Statement (or
          the most recent post-effective amendment thereof) which, individually
          or in the aggregate, represent a fundamental change in the information
          set forth in the Registration Statement;

                    (c)  To include any material information with respect to the
          plan of distribution not previously disclosed in the Registration
          Statement or any material change to such information in the
          Registration Statement;

               provided, however, that paragraphs (1)(a) and (1)(b) shall not
apply to information contained in periodic reports filed with or furnished to
the Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration Statement.

               (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

               (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

          The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

          Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable.  In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court 

                                        4
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.

          Pursuant to Item 8(b) of Form S-8, in lieu of (i) an opinion of
counsel concerning the Plan's compliance with the requirements of ERISA and (ii)
an Internal Revenue Service ("IRS") determination letter that the Plan is
qualified under Section 401 of the Internal Revenue Code of 1986, as amended,
the undersigned registrant hereby undertakes to submit the Plan and any
amendments thereto to the IRS in a timely manner and will make all changes
required by the IRS to qualify the Plan.

                                        5
SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Memphis, State of Tennessee, on this 6th day of June,
1995.

                                   PROMUS HOTEL CORPORATION

                                   By:   RALPH B. LAKE                          
                                       -------------------------------
                                         Ralph B. Lake
                                         Senior Vice President, Secretary
                                         and General Counsel

                                POWER OF ATTORNEY

          Each person whose signature appears below constitutes and appoints
Donald H. Dempsey, Ralph B. Lake, Raymond E. Schultz, and David C. Sullivan,
each or any of them, his true and lawful attorney-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
          Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in their
capacities and on the dates indicated.

          Signature                Title                       Date
          ---------                -----                       ----
                            

  DONALD H. DEMPSEY         Senior Vice President and Chief   June 6, 1995
- -----------------------     Financial Officer (Principal
    Donald H. Dempsey       Financial Officer)

  JEFFERY M. JARVIS         Vice President and Controller     June 6, 1995
- --------------------------  (Principal Accounting Officer)
    Jeffery M. Jarvis

                                                              June 6, 1995
  BEN C. PETERNELL          Director
- -------------------------
     Ben C. Peternell

                            
  MICHAEL D. ROSE           Director and Chairman of          June 6, 1995
- --------------------------  the Board
    Michael D. Rose
     

  RAYMOND E. SCHULTZ        Director, President and Chief     June 6, 1995
- ----------------------      Executive Officer (Principal
    Raymond E. Schultz      Executive Officer)

  DAVID C. SULLIVAN         Executive Vice President and
- -------------------------   Chief Operating Officer           June 6, 1995
    David C. Sullivan       

                                        6
INDEX TO EXHIBITS
EXHIBIT                                                                    PAGE
- -------                                                                    ----
*4.1      Promus Hotel Corporation Savings and Retirement Plan               8

 4.2      Amended and Restated Certificate of Incorporation of Promus Hotel  N/A
          Corporation (attached as Annex II-A to the Company's Registration  
          Statement on Form 10 filed with the Commission April 28, 1995 and
          incorporated herein by reference)

 4.3      Restated Bylaws of Promus Hotel Corporation (attached as Annex     N/A
          II-B to the Company's Registration Statement on Form 10 filed      
          with the Commission April 28, 1995 and incorporated herein by
          reference)

*5        Opinion of Ralph B. Lake as to the legality of the securities      65
          being registered hereby

*23.1     Consent of Ralph B. Lake                                           65

*23.2     Consent of Arthur Andersen LLP, independent certified public       67
          accountants
*24       Power of Attorney (included on page 6)                             6

_______________________

  * Filed herewith

                                        7