Exhibit 10.50

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

This First Amendment to Employment Agreement (this"Amendment") is made and entered into as of November 14,
2001, by and between Hilton Hotels Corporation, a Delaware corporation (the "Company"), and Stephen F. Bollenbach (the "Executive").

WHEREAS,the Company and the Executive are parties to that certain Employment Agreement, dated as of March 9, 2000 (the "Agreement");

WHEREAS,pursuant to resolutions of the Board of Directors of the Company and the Compensation Committee thereof, the Company deems it
advisable to adopt certain amendments to the Change of Control provisions of its employee benefit plans (the "Plans");

WHEREAS,the Compensation Committee and the Board of Directors of the Company deem it desirable and in the best interests of the Company
and its stockholders to amend the Agreement to conform to the amendments made to the other Plans; and

WHEREAS,the Executive also desires to amend the Agreement as hereinafter set forth.

NOW, THEREFORE,in consideration of the mutual conditions and agreements set forth in the Agreement and this Amendment, and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.Definitions.Capitalized terms used in this Amendment, unless otherwise defined
herein, shall have the meaning ascribed to such terms in the Agreement.

2.Amendments.Subject to the conditions set forth below, the Agreement is hereby
amended by amending and restating Section 10(a) thereof to read in its entirety as follows:



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3.Corporate Action.The execution, delivery, and performance of this Amendment has been
duly authorized by all requisite corporate action on the part of the Company and this Amendment has been duly executed and delivered by each of the Company and the Executive.

4.Severability.Any provision of this Amendment held by a court of competent
jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder of this Amendment and the effect thereof shall be confined to the provision so held to be invalid or
unenforceable.

5.References.Any reference to the Agreement contained in any document, instrument or
agreement executed in connection with the Agreement, except where the context otherwise requires, shall be deemed to be a reference to the Agreement as modified by this Amendment.

6.Counterparts.    This Amendment may be executed in one or more counterparts, each of
which shall constitute an original, but all of which taken together shall be one and the same instrument.

7.Agreement.The Agreement shall continue to be and remain in full force and effect in
accordance with the terms thereof, as modified by this Amendment.

IN WITNESS WHEREOF,the parties hereto have executed this Amendment as of the day and year first above written.

|EXECUTIVE                                                                            |  | HILTON HOTELS CORPORATION
|------------------------------------------------------------------------------------ |  | -------------------------
|/s/STEPHEN F. BOLLENBACHStephen F. Bollenbach,
President and Chief Executive Officer |  | By:                      

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