EXHIBIT 11

HILTON HOTELS CORPORATION AND SUBSIDIARIES
Computation of Earnings Per Share

|        |                                   | 1999                                                                                                        |  | 2000 |             | 2001 |  
|------- | --------------------------------- | ----------------------------------------------------------------------------------------------------------- |  | ---- | ----------- | ---- | -
|Basic   |                                   |                                                                                                             |  |      |             |      |  
|        | Income (in millions)              |                                                                                                             |  |      |             |      |  
|        |                                   | Before cumulative effect of accounting change                                                               |  | $    | 176         |      | $
|        |                                   | Cumulative effect of accounting change                                                                      |  |      | (2          | )    |  
|        |                                   |                                                                                                             |  |      |             |      |  
|        |                                   | Net income                                                                                                  |  | $    | 174         |      | $
|        |                                   |                                                                                                             |  |      |             |      |  
|        | Shares                            |                                                                                                             |  |      |             |      |  
|        |                                   | Weighted average common shares                                                                              |  |      | 266,433,000 |      |  
|        |                                   |                                                                                                             |  |      |             |      |  
|        | Basic earnings per common share   |                                                                                                             |  |      |             |      |  
|        |                                   | Before cumulative effect of accounting change                                                               |  | $    | 0.66        |      | $
|        |                                   | Cumulative effect of accounting change                                                                      |  |      | (0.01       | )    |  
|        |                                   |                                                                                                             |  |      |             |      |  
|        |                                   | Net income                                                                                                  |  | $    | 0.65        |      | $
|        |                                   |                                                                                                             |  |      |             |      |  
|Diluted |                                   |                                                                                                             |  |      |             |      |  
|        | Income (in millions)              |                                                                                                             |  |      |             |      |  
|        |                                   | Before cumulative effect of accounting change                                                               |  | $    | 176         |      | $
|        |                                   | Add after tax interest applicable to 5% convertible notes                                                   |  |      | 15          |      |  
|        |                                   |                                                                                                             |  |      |             |      |  
|        |                                   | Before cumulative effect of accounting change, as adjusted                                                  |  |      | 191         |      |  
|        |                                   | Cumulative effect of accounting change                                                                      |  |      | (2          | )    |  
|        |                                   |                                                                                                             |  |      |             |      |  
|        |                                   | Net income                                                                                                  |  | $    | 189         |      | $
|        |                                   |                                                                                                             |  |      |             |      |  
|        | Shares                            |                                                                                                             |  |      |             |      |  
|        |                                   | Weighted average common shares  basic                                                                      |  |      | 266,433,000 |      |  
|        |                                   | Assuming conversion of 5% convertible notes                                                                 |  |      | 22,558,000  |      |  
|        |                                   | Dilutive effect of assumed option exercises (as determined by the application of the treasury stock method) |  |      | 1,204,000   |      |  
|        |                                   |                                                                                                             |  |      |             |      |  
|        |                                   | Common and common equivalent shares as adjusted                                                             |  |      | 290,195,000 |      |  
|        |                                   |                                                                                                             |  |      |             |      |  
|        | Diluted earnings per common share |                                                                                                             |  |      |             |      |  
|        |                                   | Before cumulative effect of accounting change                                                               |  | $    | 0.66        |      | $
|        |                                   | Cumulative effect of accounting change                                                                      |  |      | (0.01       | )    |  
|        |                                   |                                                                                                             |  |      |             |      |  
|        |                                   | Net income                                                                                                  |  | $    | 0.65        |      | $
|        |                                   |                                                                                                             |  |      |             |      |  

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