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
                                               
                             ------------------
                     THE PROMUS COMPANIES INCORPORATED
           (Exact name of registrant as specified in its charter)
            DELAWARE                                     62-1411755
   (State or other jurisdiction                      (I.R.S. Employer
of incorporation or organization)                   Identification No.)

          1023 Cherry Road
         Memphis, Tennessee                               38117
(Address of principal executive offices)                (Zip Code)

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

                     THE PROMUS COMPANIES INCORPORATED 
             1996 NON-MANAGEMENT DIRECTORS STOCK INCENTIVE PLAN
                          (Full Title of the Plan)

                                                       
                     ----------------------------------
                            E. O. Robinson, Jr. 
            Senior Vice President, General Counsel and Secretary
                     The Promus Companies Incorporated
                              1023 Cherry Road
                          Memphis, Tennessee 38117
                               (901) 762-8600
             (Name, address, including zip code, and telephone 
             number,including area code, of agent for service)
                                               
                             ------------------

<TABLE><CAPTION>
                         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
- ----------------------------------------------------------------------------------------
<S>                               <C>            <C>          <C>              <C>
Common Stock
$0.10 par value                   150,000        $42.0625     $6,309,375.00    $2175.55

</TABLE>
(1)         The Promus Companies Incorporated 1996 Non-Management Directors
            Stock Incentive Plan (the "Plan") authorizes the issuance of a
            maximum of 150,000 shares of Common Stock of The Promus
            Companies Incorporated (the "Company"), plus reissuances of
            cancelled shares and adjustments to shares to account for any
            dividend or other distribution (whether in the form of cash,
            Common Stock, other securities, or other property),
            recapitalization, stock split, reverse stock split,
            reorganization, merger, consolidation, split-up, spin-off,
            combination, repurchase, or exchange of Common Stock or other
            securities of the company, issuance of warrants to purchase
            Common Stock or other securities of the Company, or other
            similar transaction or event.  

(2)         For purposes of computing the registration fee only, pursuant
            to Rule 457(h), the Proposed Maximum Offering Price Per Share
            is based upon the average of the high and low prices reported
            on the New York Stock Exchange on June 1, 1995.
                            Page 1 of 19 pages.

                      Exhibit Index appears on page 8.

<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 latest annual report on Form 10-K filed
                pursuant to Section 13(a) or 15(d) of the Securities
                Exchange Act of 1934, as amended (the "Exchange Act").

            (b) All other reports filed pursuant to Section 13(a) or 15(d)
                of the Exchange Act since the end of the fiscal year
                covered by the Company document referred to in (a) above.

            (c) The description of the Company's Common Stock contained in
                the Company's Registration Statement on Form 10 dated
                December 13, 1989, 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 E. O. Robinson, Jr., General Counsel of the Company.  At the
time of filing this Registration Statement, Mr. Robinson beneficially owns
34,583 shares of Common Stock and holds options for 36,589 shares of
Common Stock which have been issued under the Company's 1990 Stock Option
Plan.

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.


                                     2

<PAGE>


            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) 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 has entered into Indemnification Agreements with
its directors, executive officers and certain other officers.  Generally,
the Indemnification Agreements 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         The Promus Companies Incorporated 1996
             Non-Management Directors Stock Incentive
             Plan (incorporated by reference to the
             Company's Proxy Statement dated  April 25,
             1995).
 4.2         Certificate of Incorporation of The Promus
             Companies Incorporated (incorporated by
             reference to the Company's quarterly
             report on Form 10-Q for the fiscal quarter
             ending March 31, 1994, filed with the
             Commission May 12, 1994).


                                     3

<PAGE>


 4.3         Certificate of Amendment to Certificate of
             Incorporation of The Promus Companies
             Incorporated dated April 29, 1994
             (incorporated by reference to the
             Company's quarterly report on Form 10-Q
             for the fiscal quarter ending March 31,
             1994, filed with the Commission May 12,
             1994).

 4.4         Certificate of Amendment of Certificate of
             Incorporation of The Promus Companies
             Incorporated (attached as Annex V to the
             Company's Proxy Statement dated April 25,
             1995 and incorporated herein by
             reference).

 4.5         Certificate of Amendment of Certificate of
             Incorporation of The Promus Companies
             Incorporated (attached as Annex VI to the
             Company's Proxy Statement dated April 25,
             1995 and incorporated herein by
             reference).
*4.6         Bylaws of The Promus Companies
             Incorporated, as amended April 5, 1995.

*5           Opinion of E. O. Robinson, Jr. as to the
             legality of the securities being
             registered hereby.
             
*23.1        Consent of E. O. Robinson, Jr. (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.


                                     4

<PAGE>


            (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 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.


                                     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.

                                   THE PROMUS COMPANIES INCORPORATED


                                   By:   E. O. ROBINSON, JR.               
                                       ------------------------------------
                                       E. O. Robinson, Jr.
                                       Senior Vice President, General
                                       Counsel and Secretary


                                POWER OF ATTORNEY

       Each person whose signature appears below constitutes and appoints
Michael D. Rose, Charles A. Ledsinger, Jr. and E. O. Robinson, Jr., 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
          ---------            -----                   ----

  JAMES L. BARKSDALE           Director                June 6, 1995
- ----------------------
 (James L. Barksdale)

  SUSAN CLARK-JACKSON          Director                June 6, 1995
- ----------------------
 (Susan Clark-Jackson)

  JAMES B. FARLEY              Director                June 6, 1995
- ---------------------
 (James B. Farley)

  JOE M. HENSON                Director                June 6, 1995
- ----------------
 (Joe M. Henson)

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


                                     6

<PAGE>


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

  WALTER J. SALMON                 Director                    June 6, 1995
- ------------------
 (Walter J. Salmon)

  PHILIP G. SATRE                  Director, President         June 6, 1995
- --------------------               and Chief Executive
 (Philip G. Satre)                 Officer

  BOAKE A. SELLS                   Director                    June 6, 1995
- ---------------------
 (Boake A. Sells)

  EDDIE N. WILLIAMS                Director                    June 6, 1995
- -------------------
 (Eddie N. Williams)

  SHIRLEY YOUNG                    Director                    June 6, 1995
- ------------------
 (Shirley Young)

  CHARLES A. LEDSINGER, JR.        Chief Financial             June 6, 1995
- ---------------------------        Officer
 (Charles A. Ledsinger, Jr.)        

  MICHAEL N. REGAN                 Controller and              June 6, 1995
- ------------------                 Principal Accounting
 (Michael N. Regan)                Officer
                                   


                                     7

<PAGE>


                                INDEX TO EXHIBITS
EXHIBIT                                                             PAGE
- -------                                                             ----
 4.1                The Promus Companies Incorporated 1996 Non-        N/A
                    Management Directors Stock Incentive Plan
                    (incorporated by reference to the Company's
                    Proxy Statement dated  April 25, 1995).

 4.2                Certificate of Incorporation of The Promus         N/A
                    Companies Incorporated (incorporated by
                    reference to the Company's quarterly report
                    on Form 10-Q for the fiscal quarter ending
                    March 31, 1994, filed with the Commission May
                    12, 1994).
                    
 4.3                Certificate of Amendment to Certificate of         N/A
                    Incorporation of The Promus Companies
                    Incorporated dated April 29, 1994
                    (incorporated by reference to the Company's
                    quarterly report on Form 10-Q for the fiscal
                    quarter ending March 31, 1994, filed with the
                    Commission May 12, 1994).

 4.4                Certificate of Amendment of Certificate of         N/A
                    Incorporation of The Promus Companies
                    Incorporated (attached as Annex V to the
                    Company's Proxy Statement dated April 25,
                    1995 and incorporated herein by reference).

 4.5                Certificate of Amendment of Certificate of         N/A
                    Incorporation of The Promus Companies
                    Incorporated (attached as Annex VI to the
                    Company's Proxy Statement dated April 25,
                    1995 and incorporated herein by reference).
                    
*4.6                Bylaws of The Promus Companies Incorporated,        9
                    as amended April 5, 1995.

*5                  Opinion of E. O. Robinson, Jr. as to the            18
                    legality of the securities being registered
                    hereby.
                    
*23.1               Consent of E. O. Robinson, Jr. (included as         18
                    part of Exhibit 5).

*23.2               Consent of Arthur Andersen LLP, independent         19
                    certified public accountants.

*24                 Power of Attorney (included on page 6).             6


_______________________
  * Filed herewith


                                     8
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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
                                               
                             ------------------
                     THE PROMUS COMPANIES INCORPORATED
           (Exact name of registrant as specified in its charter)
            DELAWARE                                     62-1411755
   (State or other jurisdiction                      (I.R.S. Employer
of incorporation or organization)                   Identification No.)

          1023 Cherry Road
         Memphis, Tennessee                               38117
(Address of principal executive offices)                (Zip Code)

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

                     THE PROMUS COMPANIES INCORPORATED 
             1996 NON-MANAGEMENT DIRECTORS STOCK INCENTIVE PLAN
                          (Full Title of the Plan)

                                                       
                     ----------------------------------
                            E. O. Robinson, Jr. 
            Senior Vice President, General Counsel and Secretary
                     The Promus Companies Incorporated
                              1023 Cherry Road
                          Memphis, Tennessee 38117
                               (901) 762-8600
             (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                   150,000        $42.0625     $6,309,375.00    $2175.55
(1)         The Promus Companies Incorporated 1996 Non-Management Directors
            Stock Incentive Plan (the "Plan") authorizes the issuance of a
            maximum of 150,000 shares of Common Stock of The Promus
            Companies Incorporated (the "Company"), plus reissuances of
            cancelled shares and adjustments to shares to account for any
            dividend or other distribution (whether in the form of cash,
            Common Stock, other securities, or other property),
            recapitalization, stock split, reverse stock split,
            reorganization, merger, consolidation, split-up, spin-off,
            combination, repurchase, or exchange of Common Stock or other
            securities of the company, issuance of warrants to purchase
            Common Stock or other securities of the Company, or other
            similar transaction or event.  

(2)         For purposes of computing the registration fee only, pursuant
            to Rule 457(h), the Proposed Maximum Offering Price Per Share
            is based upon the average of the high and low prices reported
            on the New York Stock Exchange on June 1, 1995.
                            Page 1 of 19 pages.

                      Exhibit Index appears on page 8.
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 latest annual report on Form 10-K filed
                pursuant to Section 13(a) or 15(d) of the Securities
                Exchange Act of 1934, as amended (the "Exchange Act").

            (b) All other reports filed pursuant to Section 13(a) or 15(d)
                of the Exchange Act since the end of the fiscal year
                covered by the Company document referred to in (a) above.

            (c) The description of the Company's Common Stock contained in
                the Company's Registration Statement on Form 10 dated
                December 13, 1989, 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 E. O. Robinson, Jr., General Counsel of the Company.  At the
time of filing this Registration Statement, Mr. Robinson beneficially owns
34,583 shares of Common Stock and holds options for 36,589 shares of
Common Stock which have been issued under the Company's 1990 Stock Option
Plan.

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.

                                     2
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) 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 has entered into Indemnification Agreements with
its directors, executive officers and certain other officers.  Generally,
the Indemnification Agreements 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         The Promus Companies Incorporated 1996
             Non-Management Directors Stock Incentive
             Plan (incorporated by reference to the
             Company's Proxy Statement dated  April 25,
             1995).
 4.2         Certificate of Incorporation of The Promus
             Companies Incorporated (incorporated by
             reference to the Company's quarterly
             report on Form 10-Q for the fiscal quarter
             ending March 31, 1994, filed with the
             Commission May 12, 1994).

                                     3
4.3         Certificate of Amendment to Certificate of
             Incorporation of The Promus Companies
             Incorporated dated April 29, 1994
             (incorporated by reference to the
             Company's quarterly report on Form 10-Q
             for the fiscal quarter ending March 31,
             1994, filed with the Commission May 12,
             1994).

 4.4         Certificate of Amendment of Certificate of
             Incorporation of The Promus Companies
             Incorporated (attached as Annex V to the
             Company's Proxy Statement dated April 25,
             1995 and incorporated herein by
             reference).

 4.5         Certificate of Amendment of Certificate of
             Incorporation of The Promus Companies
             Incorporated (attached as Annex VI to the
             Company's Proxy Statement dated April 25,
             1995 and incorporated herein by
             reference).
*4.6         Bylaws of The Promus Companies
             Incorporated, as amended April 5, 1995.

*5           Opinion of E. O. Robinson, Jr. as to the
             legality of the securities being
             registered hereby.
             
*23.1        Consent of E. O. Robinson, Jr. (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.

                                     4
(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 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.

                                     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.

                                   THE PROMUS COMPANIES INCORPORATED

                                   By:   E. O. ROBINSON, JR.               
                                       ------------------------------------
                                       E. O. Robinson, Jr.
                                       Senior Vice President, General
                                       Counsel and Secretary

                                POWER OF ATTORNEY

       Each person whose signature appears below constitutes and appoints
Michael D. Rose, Charles A. Ledsinger, Jr. and E. O. Robinson, Jr., 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
          ---------            -----                   ----

  JAMES L. BARKSDALE           Director                June 6, 1995
- ----------------------
 (James L. Barksdale)

  SUSAN CLARK-JACKSON          Director                June 6, 1995
- ----------------------
 (Susan Clark-Jackson)

  JAMES B. FARLEY              Director                June 6, 1995
- ---------------------
 (James B. Farley)

  JOE M. HENSON                Director                June 6, 1995
- ----------------
 (Joe M. Henson)

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

                                     6
Signature                     Title                        Date
     ---------                     -----                        ----

  WALTER J. SALMON                 Director                    June 6, 1995
- ------------------
 (Walter J. Salmon)

  PHILIP G. SATRE                  Director, President         June 6, 1995
- --------------------               and Chief Executive
 (Philip G. Satre)                 Officer

  BOAKE A. SELLS                   Director                    June 6, 1995
- ---------------------
 (Boake A. Sells)

  EDDIE N. WILLIAMS                Director                    June 6, 1995
- -------------------
 (Eddie N. Williams)

  SHIRLEY YOUNG                    Director                    June 6, 1995
- ------------------
 (Shirley Young)

  CHARLES A. LEDSINGER, JR.        Chief Financial             June 6, 1995
- ---------------------------        Officer
 (Charles A. Ledsinger, Jr.)        

  MICHAEL N. REGAN                 Controller and              June 6, 1995
- ------------------                 Principal Accounting
 (Michael N. Regan)                Officer
                                   

                                     7
INDEX TO EXHIBITS
EXHIBIT                                                             PAGE
- -------                                                             ----
 4.1                The Promus Companies Incorporated 1996 Non-        N/A
                    Management Directors Stock Incentive Plan
                    (incorporated by reference to the Company's
                    Proxy Statement dated  April 25, 1995).

 4.2                Certificate of Incorporation of The Promus         N/A
                    Companies Incorporated (incorporated by
                    reference to the Company's quarterly report
                    on Form 10-Q for the fiscal quarter ending
                    March 31, 1994, filed with the Commission May
                    12, 1994).
                    
 4.3                Certificate of Amendment to Certificate of         N/A
                    Incorporation of The Promus Companies
                    Incorporated dated April 29, 1994
                    (incorporated by reference to the Company's
                    quarterly report on Form 10-Q for the fiscal
                    quarter ending March 31, 1994, filed with the
                    Commission May 12, 1994).

 4.4                Certificate of Amendment of Certificate of         N/A
                    Incorporation of The Promus Companies
                    Incorporated (attached as Annex V to the
                    Company's Proxy Statement dated April 25,
                    1995 and incorporated herein by reference).

 4.5                Certificate of Amendment of Certificate of         N/A
                    Incorporation of The Promus Companies
                    Incorporated (attached as Annex VI to the
                    Company's Proxy Statement dated April 25,
                    1995 and incorporated herein by reference).
                    
*4.6                Bylaws of The Promus Companies Incorporated,        9
                    as amended April 5, 1995.

*5                  Opinion of E. O. Robinson, Jr. as to the            18
                    legality of the securities being registered
                    hereby.
                    
*23.1               Consent of E. O. Robinson, Jr. (included as         18
                    part of Exhibit 5).

*23.2               Consent of Arthur Andersen LLP, independent         19
                    certified public accountants.

*24                 Power of Attorney (included on page 6).             6

_______________________
  * Filed herewith

                                     8