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 1990 STOCK OPTION 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
<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              4,500,000         $42.0625      $189,281,250.00         $65,269.40
                     
                     
</TABLE>
(1)       The Promus Companies Incorporated 1990 Stock Option Plan, as amended,
          (the "Plan") authorizes the issuance of a maximum of 7,200,000 shares
          (including the 4,500,000 shares being registered hereunder) of Common
          Stock of The Promus Companies Incorporated (the "Company"), plus
          reissuances of shares cancelled under the Plan, plus options to
          purchase such shares and adjustments to such shares or options 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 Securities Exchange Act of 1934, 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 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 1990 Stock Option Plan
          (incorporated by reference to the Company's quarterly report on
          Form 10-Q for the fiscal quarter ending June 30, 1994, filed with
          the Commission August 11, 1994).

 4.2      Amendment to The Promus Companies Incorporated 1990 Stock Option
          Plan dated April 5, 1995 (incorporated by reference to the
          Company's Proxy Statement dated April 25, 1995).

 4.3      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>
 4.4      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).
          
 4.5      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).

 4.6      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).
          
*4.7      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 1990 Stock Option Plan           N/A
          (incorporated by reference to the Company's quarterly report on    
          Form 10-Q for the fiscal quarter ending June 30, 1994, filed with
          the Commission August 11, 1994).

 4.2      Amendment to The Promus Companies Incorporated 1990 Stock Option   N/A
          Plan dated April 5, 1995 (incorporated by reference to the         
          Company's Proxy Statement dated April 25, 1995)

 4.3      Certificate of Incorporation of The Promus Companies Incorporated  N/A
          (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 to Certificate of Incorporation of The    N/A
          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)

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

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

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

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

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


_______________________

  * Filed herewith


                                        8
[{"type": "S-8", "sequence": "1", "description": "THE PROMUS COMPANIES INCORPORATED", "secsgml_size_bytes": 24181}]
{"company-data": {"conformed-name": "PROMUS COMPANIES INC", "cik": "0000858339", "assigned-sic": "7990", "irs-number": "621411755", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-59991", "film-number": "95545297"}, "business-address": {"street1": "1023 CHERRY ROAD", "city": "MEMPHIS", "state": "TN", "zip": "38117", "phone": "9017628600"}}
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 1990 STOCK OPTION 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              4,500,000         $42.0625      $189,281,250.00         $65,269.40
(1)       The Promus Companies Incorporated 1990 Stock Option Plan, as amended,
          (the "Plan") authorizes the issuance of a maximum of 7,200,000 shares
          (including the 4,500,000 shares being registered hereunder) of Common
          Stock of The Promus Companies Incorporated (the "Company"), plus
          reissuances of shares cancelled under the Plan, plus options to
          purchase such shares and adjustments to such shares or options 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 Securities Exchange Act of 1934, 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 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 1990 Stock Option Plan
          (incorporated by reference to the Company's quarterly report on
          Form 10-Q for the fiscal quarter ending June 30, 1994, filed with
          the Commission August 11, 1994).

 4.2      Amendment to The Promus Companies Incorporated 1990 Stock Option
          Plan dated April 5, 1995 (incorporated by reference to the
          Company's Proxy Statement dated April 25, 1995).

 4.3      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
4.4      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).
          
 4.5      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).

 4.6      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).
          
*4.7      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 1990 Stock Option Plan           N/A
          (incorporated by reference to the Company's quarterly report on    
          Form 10-Q for the fiscal quarter ending June 30, 1994, filed with
          the Commission August 11, 1994).

 4.2      Amendment to The Promus Companies Incorporated 1990 Stock Option   N/A
          Plan dated April 5, 1995 (incorporated by reference to the         
          Company's Proxy Statement dated April 25, 1995)

 4.3      Certificate of Incorporation of The Promus Companies Incorporated  N/A
          (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 to Certificate of Incorporation of The    N/A
          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)

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

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

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

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

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

_______________________

  * Filed herewith

                                        8