<PAGE>

      As filed with the Securities and Exchange Commission on May 22, 1996
                                                                 
                                            Registration No. 333-______________

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

                                    FORM S-8
                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                            HILTON HOTELS CORPORATION
             (Exact name of registrant as specified in its charter)

               DELAWARE                             36-2058176
   (State or other jurisdiction         (I.R.S. Employer Identification No.)
 of incorporation or organization)

            9336 CIVIC CENTER DRIVE, BEVERLY HILLS, CALIFORNIA 90210
              (Address of Principal Executive Offices)  (Zip Code)

                            1996 STOCK INCENTIVE PLAN
                    1996 CHIEF EXECUTIVE STOCK INCENTIVE PLAN
                            (Full title of the plans)

                              CHERYL L. MARSH, ESQ.
                     VICE PRESIDENT AND CORPORATE SECRETARY
                            HILTON HOTELS CORPORATION
                             9336 CIVIC CENTER DRIVE
                         BEVERLY HILLS, CALIFORNIA 90210

                                  310/278-4321
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

      Title of                                 Proposed maximum        Proposed maximum            Amount of
  Securities to be          Amount to be        offering price        aggregate offering         Registration
     registered              registered            per share                price                     fee
- ---------------------------------------------------------------------------------------------------------------------
<S>                     <C>                    <C>                    <C>                        <C>
Common Stock, $2.50     1,500,000 Shares (1)      $102.9375(2)          $154,406,250(2)            $53,244(2)
par value

Common Stock, $2.50     1,500,000 Shares (1)       $74.6875(3)          $112,031,250(3)            $38,632(3)
par value

- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>

1.   Plus an indeterminate number of shares which may be issued as a result of
     anti-dilution provisions contained in each of the Plans.

2.   Estimated solely for the purpose of calculating the registration fee
     pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933, as
     amended (the "Act"),  on the basis of the average of the high and low
     prices of the Company's Common Stock as reported on the New York Stock
     Exchange on May 16, 1996.

3.   Calculated pursuant to Rule 457(h)(1) under the Act.

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

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents are incorporated herein by reference:

     (a)  The Annual Report on Form 10-K for the fiscal year ended December 31,
          1995 filed by Hilton Hotels Corporation ("Hilton"), including those
          portions of Hilton's Annual Report to Stockholders for such fiscal
          year incorporated therein by reference.

     (b)  All other reports filed by Hilton pursuant to Section 13(a) or 15(d)
          of the Securities Exchange Act of 1934, as amended (the "Exchange
          Act"), since December 31, 1995.

     (c)  The shares of Common Stock which are the subject of this Registration
          Statement are described in the Registrant's Registration Statement on
          Form 10, as amended, pursuant to the Exchange Act, as initially filed
          with the Securities Exchange Commission on June 5, 1947, which
          Registration Statement is hereby incorporated by reference herein.

          In addition to the foregoing, all documents subsequently filed by
     Hilton pursuant to Section 13(a), 13(e), 14 and 15(d) of the Exchange Act
     prior to the filing of a subsequent post-effective amendment to the
     Registration Statement, which indicates that all shares of Common Stock
     being offered hereby have been sold or which deregisters all shares of
     Common Stock then remaining unsold, shall be deemed to be incorporated
     herein by reference and be a part hereof from the date of filing such
     documents.


ITEM 4.   DESCRIPTION OF SECURITIES.

     Not Applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not Applicable.

ITEM 6.   INDEMNIFICATION.

          Hilton has purchased for the benefit of its officers and directors and
     those of certain subsidiaries, insurance policies, whereby the insurance
     companies agree, among other things, that in the event any such officer or
     director becomes legally obligated to make a payment (including legal fees
     and expenses) in connection with an alleged wrongful act, such insurance
     companies will pay Hilton up to $100,000,000.  Wrongful act means any
     breach


                                 Page 2 of _____

<PAGE>

     of duty, neglect, error, misstatement, misleading statement or other act
     done by an officer or director of Hilton or any subsidiary.

          Section 145 of the General Corporation Law of Delaware, as amended
     (the ("DGCL"), Article XI of Hilton's Restated Certificate of
     Incorporation, as amended, and Paragraph 34 of Hilton's By-Laws, as
     amended, authorized and empower Hilton to indemnify its directors,
     officers, employees and agents, and agreements with each of Hilton's
     directors and officers (substantially in the form approved at the Annual
     Meeting of Stockholders on May 7, 1987) provide for indemnification against
     liabilities incurred in connection with, and related expenses resulting
     from, any claim, action or suit brought against any such person as a result
     of such person's relationship with Hilton, provided that such persons acted
     in accordance with a stated standard of conduct in connection with the acts
     or events on which such claim, action or suit is based.  The finding of
     either civil or criminal liability on the part of such persons in
     connection with such acts or events is not necessarily determinative of the
     question of whether such persons have met the required standard of conduct
     and are, accordingly, entitled to be indemnified.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.

ITEM 8.   EXHIBITS.

     Exhibit
     Number    Description of Document                                  Page No.
     ------    -----------------------                                  --------

      4.1      Form of Stock Option Agreement, together with
               copy of the 1996 Stock Incentive Plan

      4.2      Stock Option Agreement, together with a
               copy of the 1996 Chief Executive Stock
               Incentive Plan

      5.1      Opinion of Neal, Gerber & Eisenberg

     23.1      Consent of Arthur Andersen LLP

     23.2      Consent of Neal, Gerber & Eisenberg
               (included in Exhibit 5.1)

     24.1      Powers of Attorney (see II-6)


                                 Page 3 of _____

<PAGE>

ITEM 9.   UNDERTAKINGS.

     The undersigned hereby undertakes:

     1.   That, for purposes of determining any liability under the Securities
          Act of 1933, as amended (the "Securities Act"), each post-effective
          amendment to 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.

     2.   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.

     3.   That, for purposes of determining any liability under the Securities
          Act, each filing of the registrant's annual report pursuant to
          Section 13(a) or 15(d) of the Exchange Act, that is incorporated by
          reference in the 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.

     4.   To include any material change to the information contained in this
          Registration Statement.

          Insofar as indemnification for liabilities arising under the
          Securities Act may be permitted for directors, officers and
          controlling persons of Hilton pursuant to the DGL, Hilton's Restated
          Certificate of Incorporation, Hilton's By-Laws, as amended, or
          otherwise, Hilton has been advised that in the opinion of the
          Securities and Exchange Commission such indemnification is against
          public policy as expressed in the Act and is, therefore,
          unenforceable.  In the event that a claim for indemnification against
          such liabilities (other than the payment by Hilton of expenses
          incurred or paid by a director, officer or controlling person of
          Hilton 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, Hilton 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 Act and will be governed by the final adjudication of
          such issue.


                                 Page 4 of _____

<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant,
Hilton Hotels Corporation, a corporation organized and existing under the laws
of the State of Delaware, 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,
thereto during authorized, in the City of Beverly Hills and State of California,
on the 8th day of May, 1996.

                                       HILTON HOTELS CORPORATION (Registrant)


                                       By: /s/ Cheryl L. Marsh
                                          -----------------------------------
                                          CHERYL L. MARSH
                                          VICE PRESIDENT AND CORPORATE SECRETARY

     Pursuant to the requirements of the Securities Act to 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.

PRINCIPAL EXECUTIVE OFFICERS:


                 *                                            *         
- ------------------------------------         -----------------------------------
Barron Hilton, Chairman of the Board         Eric M. Hilton


                 *                                            *
- ------------------------------------         -----------------------------------
Stephen F. Bollenbach, President and         Dieter H. Huckestein
Chief Executive Officer

PRINCIPAL FINANCIAL AND                                       *
 ACCOUNTING OFFICER:                         -----------------------------------
                                             Robert L. Johnson


                 *                                            *
- ------------------------------------         -----------------------------------
Steve Krithis, Senior Vice                   Donald R. Knab
President - Finance

DIRECTORS:

                                                              *
                                             -----------------------------------
                 *                           Benjamin V. Lambert
- ------------------------------------
Raymond C. Avansino, Jr.

                                                              *
                                             -----------------------------------
                                             Donna F. Tuttle
                 *
- ------------------------------------
A. Steven Crown
                                                              *
                                             -----------------------------------
                                             Sam D. Young, Jr.
                 *
- ------------------------------------
Gregory R. Dillon

                                             *By: /s/ Cheryl L. Marsh
                                                 -------------------------------
                 *                                  Cheryl L. Marsh
- ------------------------------------                attorney-in-fact for each
Barron Hilton                                       person named

                                                                  May 8, 1996


                                 Page 5 of _____

<PAGE>

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and
officers of HILTON HOTELS CORPORATION, a Delaware corporation, which is about to
file a Registration Statement with the Securities and Exchange Commission,
Washington, D.C. 20549, under the provisions of the Securities Act of 1933, as
amended, with respect to the shares of its Common Stock par value $2.50 per
share, issuable upon exercise of options granted and to be granted under each of
its 1996 Stock Incentive Plan and its 1996 Chief Executive Stock Incentive Plan,
hereby constitutes and appoints Steve Krithis, William C. Lebo, Jr. and Cheryl
L. Marsh and each of them, his true and lawful attorneys-in-fact and agents with
full power of substitution and resubsititution, for him and in his name, place
and stead, in any and all capacities, to sign such Registration Statement and
any or all amendments thereto, and all other documents in connection therewith,
to be filed with the Securities and Exchange Commission, granting unto such
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every thing requisite and necessary to be done in and about
the premises, to all intents and purposes and as fully as they might or could do
in person, hereby ratifying and confirming all that such attorneys-in-fact and
agents, or their substitutes, may lawfully do or cause to be done by virtue
hereof.

     IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of the 23rd day of April, 1996.


/s/ Raymond C. Avansino, Jr.                 /s/ Robert L. Johnson
- ----------------------------------           -----------------------------------
Raymond C. Avansino, Jr., Director           Robert L. Johnson, Director


/s/ Stephen F. Bollenbach                    /s/ Donald R. Knab
- ----------------------------------           -----------------------------------
Stephen F. Bollenbach,                       Donald R. Knab, Director
President and Chief Executive Officer


/s/ A. Steven Crown                          /s/ Steve Krithis
- ----------------------------------           -----------------------------------
A. Steven Crown, Director                    Steve Krithis, Senior Vice
                                             President - Finance


/s/ Gregory R. Dillon                        /s/ Benjamin V. Lambert
- ----------------------------------           -----------------------------------
Gregory R. Dillon, Director                  Benjamin V. Lambert, Director


/s/ Barron Hilton                            /s/ Donna F. Tuttle
- ----------------------------------           -----------------------------------
Barron Hilton, Chairman of the Board         Donna F. Tuttle, Director


/s/ Eric Hilton                              /s/ Sam D. Young, Jr.
- ----------------------------------           -----------------------------------
Eric Hilton, Director                        Sam D. Young, Jr., Director


/s/ Dieter H. Huckestein
- ----------------------------------
Dieter H. Huckestein, Director


                                 Page 6 of _____
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17497}]
{"company-data": {"conformed-name": "HILTON HOTELS CORP", "cik": "0000047580", "assigned-sic": "7011", "irs-number": "362058176", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-04273", "film-number": "96571029"}, "business-address": {"street1": "9336 CIVIC CTR DR", "city": "BEVERLY HILLS", "state": "CA", "zip": "90210", "phone": "3102784321"}, "mail-address": {"street1": "9336 CIVIC CENTER DR", "city": "BEVERLY", "state": "CA", "zip": "90210"}}
As filed with the Securities and Exchange Commission on May 22, 1996
                                                                 
                                            Registration No. 333-______________

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

                                    FORM S-8
                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                            HILTON HOTELS CORPORATION
             (Exact name of registrant as specified in its charter)

               DELAWARE                             36-2058176
   (State or other jurisdiction         (I.R.S. Employer Identification No.)
 of incorporation or organization)

            9336 CIVIC CENTER DRIVE, BEVERLY HILLS, CALIFORNIA 90210
              (Address of Principal Executive Offices)  (Zip Code)

                            1996 STOCK INCENTIVE PLAN
                    1996 CHIEF EXECUTIVE STOCK INCENTIVE PLAN
                            (Full title of the plans)

                              CHERYL L. MARSH, ESQ.
                     VICE PRESIDENT AND CORPORATE SECRETARY
                            HILTON HOTELS CORPORATION
                             9336 CIVIC CENTER DRIVE
                         BEVERLY HILLS, CALIFORNIA 90210

                                  310/278-4321
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Title of                                 Proposed maximum        Proposed maximum            Amount of
  Securities to be          Amount to be        offering price        aggregate offering         Registration
     registered              registered            per share                price                     fee
- ---------------------------------------------------------------------------------------------------------------------
Common Stock, $2.50     1,500,000 Shares (1)      $102.9375(2)          $154,406,250(2)            $53,244(2)
par value

Common Stock, $2.50     1,500,000 Shares (1)       $74.6875(3)          $112,031,250(3)            $38,632(3)
par value

- ---------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------
1.   Plus an indeterminate number of shares which may be issued as a result of
     anti-dilution provisions contained in each of the Plans.

2.   Estimated solely for the purpose of calculating the registration fee
     pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933, as
     amended (the "Act"),  on the basis of the average of the high and low
     prices of the Company's Common Stock as reported on the New York Stock
     Exchange on May 16, 1996.

3.   Calculated pursuant to Rule 457(h)(1) under the Act.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents are incorporated herein by reference:

     (a)  The Annual Report on Form 10-K for the fiscal year ended December 31,
          1995 filed by Hilton Hotels Corporation ("Hilton"), including those
          portions of Hilton's Annual Report to Stockholders for such fiscal
          year incorporated therein by reference.

     (b)  All other reports filed by Hilton pursuant to Section 13(a) or 15(d)
          of the Securities Exchange Act of 1934, as amended (the "Exchange
          Act"), since December 31, 1995.

     (c)  The shares of Common Stock which are the subject of this Registration
          Statement are described in the Registrant's Registration Statement on
          Form 10, as amended, pursuant to the Exchange Act, as initially filed
          with the Securities Exchange Commission on June 5, 1947, which
          Registration Statement is hereby incorporated by reference herein.

          In addition to the foregoing, all documents subsequently filed by
     Hilton pursuant to Section 13(a), 13(e), 14 and 15(d) of the Exchange Act
     prior to the filing of a subsequent post-effective amendment to the
     Registration Statement, which indicates that all shares of Common Stock
     being offered hereby have been sold or which deregisters all shares of
     Common Stock then remaining unsold, shall be deemed to be incorporated
     herein by reference and be a part hereof from the date of filing such
     documents.

ITEM 4.   DESCRIPTION OF SECURITIES.

     Not Applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not Applicable.

ITEM 6.   INDEMNIFICATION.

          Hilton has purchased for the benefit of its officers and directors and
     those of certain subsidiaries, insurance policies, whereby the insurance
     companies agree, among other things, that in the event any such officer or
     director becomes legally obligated to make a payment (including legal fees
     and expenses) in connection with an alleged wrongful act, such insurance
     companies will pay Hilton up to $100,000,000.  Wrongful act means any
     breach

                                 Page 2 of _____
of duty, neglect, error, misstatement, misleading statement or other act
     done by an officer or director of Hilton or any subsidiary.

          Section 145 of the General Corporation Law of Delaware, as amended
     (the ("DGCL"), Article XI of Hilton's Restated Certificate of
     Incorporation, as amended, and Paragraph 34 of Hilton's By-Laws, as
     amended, authorized and empower Hilton to indemnify its directors,
     officers, employees and agents, and agreements with each of Hilton's
     directors and officers (substantially in the form approved at the Annual
     Meeting of Stockholders on May 7, 1987) provide for indemnification against
     liabilities incurred in connection with, and related expenses resulting
     from, any claim, action or suit brought against any such person as a result
     of such person's relationship with Hilton, provided that such persons acted
     in accordance with a stated standard of conduct in connection with the acts
     or events on which such claim, action or suit is based.  The finding of
     either civil or criminal liability on the part of such persons in
     connection with such acts or events is not necessarily determinative of the
     question of whether such persons have met the required standard of conduct
     and are, accordingly, entitled to be indemnified.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.

ITEM 8.   EXHIBITS.

     Exhibit
     Number    Description of Document                                  Page No.
     ------    -----------------------                                  --------

      4.1      Form of Stock Option Agreement, together with
               copy of the 1996 Stock Incentive Plan

      4.2      Stock Option Agreement, together with a
               copy of the 1996 Chief Executive Stock
               Incentive Plan

      5.1      Opinion of Neal, Gerber & Eisenberg

     23.1      Consent of Arthur Andersen LLP

     23.2      Consent of Neal, Gerber & Eisenberg
               (included in Exhibit 5.1)

     24.1      Powers of Attorney (see II-6)

                                 Page 3 of _____
ITEM 9.   UNDERTAKINGS.

     The undersigned hereby undertakes:

     1.   That, for purposes of determining any liability under the Securities
          Act of 1933, as amended (the "Securities Act"), each post-effective
          amendment to 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.

     2.   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.

     3.   That, for purposes of determining any liability under the Securities
          Act, each filing of the registrant's annual report pursuant to
          Section 13(a) or 15(d) of the Exchange Act, that is incorporated by
          reference in the 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.

     4.   To include any material change to the information contained in this
          Registration Statement.

          Insofar as indemnification for liabilities arising under the
          Securities Act may be permitted for directors, officers and
          controlling persons of Hilton pursuant to the DGL, Hilton's Restated
          Certificate of Incorporation, Hilton's By-Laws, as amended, or
          otherwise, Hilton has been advised that in the opinion of the
          Securities and Exchange Commission such indemnification is against
          public policy as expressed in the Act and is, therefore,
          unenforceable.  In the event that a claim for indemnification against
          such liabilities (other than the payment by Hilton of expenses
          incurred or paid by a director, officer or controlling person of
          Hilton 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, Hilton 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 Act and will be governed by the final adjudication of
          such issue.

                                 Page 4 of _____
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant,
Hilton Hotels Corporation, a corporation organized and existing under the laws
of the State of Delaware, 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,
thereto during authorized, in the City of Beverly Hills and State of California,
on the 8th day of May, 1996.

                                       HILTON HOTELS CORPORATION (Registrant)

                                       By: /s/ Cheryl L. Marsh
                                          -----------------------------------
                                          CHERYL L. MARSH
                                          VICE PRESIDENT AND CORPORATE SECRETARY

     Pursuant to the requirements of the Securities Act to 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.

PRINCIPAL EXECUTIVE OFFICERS:

                 *                                            *         
- ------------------------------------         -----------------------------------
Barron Hilton, Chairman of the Board         Eric M. Hilton

                 *                                            *
- ------------------------------------         -----------------------------------
Stephen F. Bollenbach, President and         Dieter H. Huckestein
Chief Executive Officer

PRINCIPAL FINANCIAL AND                                       *
 ACCOUNTING OFFICER:                         -----------------------------------
                                             Robert L. Johnson

                 *                                            *
- ------------------------------------         -----------------------------------
Steve Krithis, Senior Vice                   Donald R. Knab
President - Finance

DIRECTORS:

                                                              *
                                             -----------------------------------
                 *                           Benjamin V. Lambert
- ------------------------------------
Raymond C. Avansino, Jr.

                                                              *
                                             -----------------------------------
                                             Donna F. Tuttle
                 *
- ------------------------------------
A. Steven Crown
                                                              *
                                             -----------------------------------
                                             Sam D. Young, Jr.
                 *
- ------------------------------------
Gregory R. Dillon

                                             *By: /s/ Cheryl L. Marsh
                                                 -------------------------------
                 *                                  Cheryl L. Marsh
- ------------------------------------                attorney-in-fact for each
Barron Hilton                                       person named

                                                                  May 8, 1996

                                 Page 5 of _____
POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and
officers of HILTON HOTELS CORPORATION, a Delaware corporation, which is about to
file a Registration Statement with the Securities and Exchange Commission,
Washington, D.C. 20549, under the provisions of the Securities Act of 1933, as
amended, with respect to the shares of its Common Stock par value $2.50 per
share, issuable upon exercise of options granted and to be granted under each of
its 1996 Stock Incentive Plan and its 1996 Chief Executive Stock Incentive Plan,
hereby constitutes and appoints Steve Krithis, William C. Lebo, Jr. and Cheryl
L. Marsh and each of them, his true and lawful attorneys-in-fact and agents with
full power of substitution and resubsititution, for him and in his name, place
and stead, in any and all capacities, to sign such Registration Statement and
any or all amendments thereto, and all other documents in connection therewith,
to be filed with the Securities and Exchange Commission, granting unto such
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every thing requisite and necessary to be done in and about
the premises, to all intents and purposes and as fully as they might or could do
in person, hereby ratifying and confirming all that such attorneys-in-fact and
agents, or their substitutes, may lawfully do or cause to be done by virtue
hereof.

     IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as
of the 23rd day of April, 1996.

/s/ Raymond C. Avansino, Jr.                 /s/ Robert L. Johnson
- ----------------------------------           -----------------------------------
Raymond C. Avansino, Jr., Director           Robert L. Johnson, Director

/s/ Stephen F. Bollenbach                    /s/ Donald R. Knab
- ----------------------------------           -----------------------------------
Stephen F. Bollenbach,                       Donald R. Knab, Director
President and Chief Executive Officer

/s/ A. Steven Crown                          /s/ Steve Krithis
- ----------------------------------           -----------------------------------
A. Steven Crown, Director                    Steve Krithis, Senior Vice
                                             President - Finance

/s/ Gregory R. Dillon                        /s/ Benjamin V. Lambert
- ----------------------------------           -----------------------------------
Gregory R. Dillon, Director                  Benjamin V. Lambert, Director

/s/ Barron Hilton                            /s/ Donna F. Tuttle
- ----------------------------------           -----------------------------------
Barron Hilton, Chairman of the Board         Donna F. Tuttle, Director

/s/ Eric Hilton                              /s/ Sam D. Young, Jr.
- ----------------------------------           -----------------------------------
Eric Hilton, Director                        Sam D. Young, Jr., Director

/s/ Dieter H. Huckestein
- ----------------------------------
Dieter H. Huckestein, Director

                                 Page 6 of _____