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                                                                   Exhibit 10.37

                             RELEASE AND SEPARATION AGREEMENT

     This Release and Separation Agreement (hereinafter referred to as 
"Agreement") is made and entered into by and between William C. Lebo, Jr., a 
resident of Tennessee, his agents, representatives, attorneys, assigns, 
heirs, executors and administrators (hereinafter collectively referred to as 
"Lebo"), and HILTON HOTELS CORPORATION, its predecessors, successors, 
subsidiaries, divisions, affiliates, representatives, attorneys, directors, 
officers, trustees, agents and employees (hereinafter collectively referred 
to as "Hilton").

     In consideration of the moneys, mutual promises and covenants herein 
contained and other good and valuable consideration, the receipt and 
sufficiency of which are hereby acknowledged, the parties agree as follows:

I.   RESIGNATION OF EMPLOYMENT

     Lebo agrees to resign his employment with Hilton effective February 1, 
1997.

II.  PAYMENT OF VACATION DAYS

     Hilton will pay to Lebo a sum equal to the amount representing all 
accrued and unused vacation days due to Lebo as of January 31, 1997, subject 
to the maximum number of days set forth in Hilton's Vacation policy.

III. AUTOMOBILE

     Ownership of that certain automobile described as a 1992 Range Rover, 
vehicle identification number SALHV1242NA617906, will be forthwith 
transferred from Hilton to Lebo, and Lebo agrees to be responsible for all 
maintenance, operating expenses, and insurance coverage thereof as of 
February 28, 1997. Lebo agrees to pay any and all applicable taxes due on the 
remaining unamortized residual value of the vehicle.

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IV.  VALUABLE CONSIDERATION OF RELEASE

     (a)  If Lebo signs and does not revoke this Agreement, in consideration of
          the promises made by the parties herein, Hilton will pay Lebo, a 
          lump sum in the amount of Eight Hundred Seventy-One Thousand Six 
          Hundred dollars ($871,600), subject to legally required withholding 
          deductions, which amount shall be paid to Lebo on or before 
          February 28, 1997.
          
     (b)  Hilton and Lebo agree that Lebo's right to continue medical and 
          dental coverage under the Hilton Group Benefit Plan as provided by 
          COBRA shall begin on February 1, 1997. Hilton further agrees to 
          reimburse Lebo for his COBRA medical and dental premiums for a 
          period beginning February 1, 1997 and continuing until the earlier 
          of (i) July 31, 1998, or (ii) Lebo becomes eligible to receive 
          medical and dental benefits under another employer-sponsored health 
          benefits plan. Lebo's participation in all Hilton benefit plans and 
          programs, including but not limited to, medical, dental and other 
          benefits under the Hilton Group Benefits Plans, the Hilton Thrift 
          Plan, Stock Purchase Plan, Executive Deferred Compensation Plan, 
          Hilton's Stock Option Plan, and vacation accrual will terminate 
          effective February 1, 1997; provided however, that commencing as of 
          Lebo's 65th birthday, Lebo shall be eligible to receive those 
          benefits to which he is entitled under Hilton's qualified pension 
          plan, its Retirement Benefit Replacement Plan and its Supplemental 
          Executive Retirement Plans.

     (c)  The foregoing payment and other benefits are in full, final and 
          complete settlement of any and all claims, actions, damages, 
          attorney's fees, and/or costs which may now or hereinafter exist 
          against Hilton arising out of or relating to Lebo's employment with 
          and/or resignation from Hilton. Lebo agrees that the moneys and 
          other benefits described above are above and beyond consideration 
          to which he would otherwise have been entitled and that this 
          consideration constitutes extra payment in exchange for signing 
          this Agreement.

V.   RELEASE OF ALL CLAIMS

     By signing this Agreement and receiving the valuable consideration 
described above, subject to the provisions of paragraph VI, Lebo hereby 
releases and discharges the Hilton Indemnities/Releases, and Hilton hereby 
releases and discharges the Lebo Indemnities/Releases from any and all 
actions, complaints, causes of action, grievances, claims, damages, 
obligations, debts, promises, losses, demands, wages, bonuses, benefits, 
actual damages, compensatory damages, severance pay, mental anguish, pain, 
humiliation, emotional distress, exemplary and/or punitive damages, statutory 
penalties, and/or any other liabilities of any kind which have been or could 
be asserted against the Hilton

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Indemnities/Releases or the Lebo Indemnities/Releases, respectively, arising 
out of or relating in any way to Lebo's employment with and/or resignation of 
employment from Hilton, and/or any other occurrence through January 31, 1997, 
whether presently asserted or otherwise, including but not limited to:

     (a)  claims, demands, actions or liability arising under the Age 
          Discrimination in Employment Act, Title VII of the Civil Rights Act 
          of 1964, as amended, the Civil Rights Act of 1991, the Americans 
          With Disabilities Act, the Family and Medical Leave Act, the 
          Employee Retirement Income Security Act, the Rehabilitation Act of 
          1973, the California Fair Employment and Housing Act and/or any 
          other federal, state or local statute, ordinance or regulation 
          (including but not limited to claims based on race, age, sex, 
          sexual preference, marital status, religion, national origin, 
          disability, retaliation, attainment of benefit plan rights and 
          veteran status); and/or

     (b)  claims, demands, actions or liability on the basis of any common 
          law, tort, contract, implied contract, breach of implied covenant 
          of good faith and fair dealing, public policy, wrongful or 
          retaliatory discharge, defamation, intentional infliction of 
          emotional distress, negligence; and/or

     (c)  claims, demands, actions or liability relating to any Hilton Bonus 
          Plans; and/or
          
     (d)  any other common law, statutory or other claim whatsoever arising 
          out of or relating to Lebo's employment with and/or resignation of 
          employment from Hilton and/or any other occurrence up to and 
          including the date of this Agreement, except such claims which by 
          law cannot be waived and the filing of an administrative charge.

     For the purpose of implementing a full and complete release and 
discharge of all parties, Lebo and Hilton each expressly acknowledge that this 
Agreement is also intended to include in its effect, without limitation, all 
claims which it or he does not know or expect to exist in its or his favor 
relating to the period ending January 31, 1997, and the parties agree that 
this Agreement contemplates the extinguishment of any such claim, or claims. 
In this connection, Lebo and Hilton each expressly waive and relinquish all 
rights and benefits afforded by Section 1542 of the Civil Code of California 
and do so understanding and acknowledging the significance and consequences 
of such specific waiver of said provisions of law. Section 1542 of the Civil 
Code of California states as follows:

     "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT 
     KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE
     WHICH, IF KNOWN BY HIM, MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH 
     THE DEBTOR."

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     In the event either party breaches this Agreement by suing the other in 
violation of this paragraph, such party shall be required to pay the other's 
litigation costs (including its reasonable attorney's fees and costs) 
associated with defending against such party's lawsuit or other claim.

VI.  CONFIDENTIALITY AND NON-DISPARAGEMENT

     Hilton and Lebo agree that, as a condition of this Agreement, the fact 
of and terms and provisions of this Agreement are to remain strictly 
confidential and shall not be disclosed to any other person except to members 
of Lebo's immediate family and his tax advisors or to gaming authorities and 
as required by law or the rules of any stock exchange on which Hilton's stock 
is listed. In the event a third party seeks a copy of this agreement, 
pursuant to court order or subpoena, Lebo agrees that he will inform Hilton 
within forty-eight (48 hours) of receipt of such court order or subpoena and 
will not produce the Agreement until Hilton has been given an opportunity to 
move to quash such subpoena. Lebo further agrees that he will make no 
negative or disparaging statements, either written or oral, regarding Hilton, 
provided however, that statements made by Lebo under oath during the course 
of legal or administrative proceedings shall not be considered to violate 
this provision. Likewise, Hilton agrees that it will make no negative or 
disparaging statements, either written or oral, regarding Lebo. This 
paragraph will survive the termination or expiration of this Agreement, 
except that either party shall be relieved of his/its respective obligation 
hereunder in the event of a breach by the other.

VII. COOPERATION

     Lebo agrees to cooperate on a reasonable basis with Hilton Hotels 
Corporation or any of the other Releases in any litigation or administrative 
proceedings involving any matters with which Lebo was involved during his 
Hilton employment. Hilton agrees to reimburse Lebo for reasonable travel 
expenses, if any, approved by Hilton or any of the other Releases incurred in 
providing such assistance. Lebo's obligations under this paragraph are 
subject to the following:

     (a)  that no reasonably foreseeable negative effect to Lebo's 
employment, if he be then employed, will result; and

     (b)  that Hilton Hotels Corporation and Lebo agree to reasonable 
compensation for time devoted by Lebo in carrying out his obligations 
hereunder. In determining "reasonable compensation" as used in this 
paragraph, the parties agree that compensation being paid to Lebo by his
employer, if he be then employed, will be taken into account; and

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      (c)  that Lebo shall be entitled to (i) indemnification in respect of 
such litigation or administrative proceedings or any other claims relating to 
the period ending January 31, 1997, as though Lebo were still an employee of 
Hilton, and (ii) at Hilton's expense, legal counsel deemed necessary by Lebo 
and preapproved by Hilton with respect to such litigation, administrative 
proceedings or claims.

VIII. ENTIRE AGREEMENT AND SEVERABILITY

      Hilton and Lebo agree that this Agreement sets forth the entire 
agreement between the parties and supersedes any written or oral 
understandings, other than those set forth in Hilton's retirement plans, on 
which Lebo is relying in entering into this agreement. Other than as stated 
herein, Hilton and Lebo acknowledge and agree that no promise or inducement 
has been offered for the Agreement and no other promises or agreements shall 
be binding unless reduced to writing and signed by the parties.

      Hilton and Lebo agree that, to the extent that any portion or covenant 
of this Agreement may be held to be invalid or legally unenforceable by a 
court of competent jurisdiction, the remaining portions of this Agreement 
shall not be affected and shall be given full force and effect. This 
Agreement shall survive a change of control, a division of operating units 
into separate entities, a merger, or any other substantial reorganization of 
Hilton.

IX.   KNOWING AND VOLUNTARY RELEASE

      (a)  Lebo hereby acknowledges and agrees that Hilton has advised him to 
consult with an attorney regarding the subject matter of this Release and 
Separation Agreement prior to executing this Agreement.

      (b)  Lebo further acknowledges and agrees that he has been given at 
least twenty-one (21) days from the date he receives the Agreement within 
which to consider this Agreement before signing below. Lebo acknowledges that 
he has read this Agreement and the release contained herein and understands 
all of the terms hereof, that he has not been coerced, threatened or 
intimidated into signing this Agreement, and that he executes this Agreement 
voluntarily and with full knowledge of this meaning and consequences.

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     (c)  Lebo agrees and understands that he may revoke this Agreement 
within seven (7) days after he signs the Agreement and that the Agreement 
shall not become effective or enforceable until eight (8) days after the date 
on which Lebo signs the Agreement. Any revocation must be in writing and 
directed to James M. Anderson.


                                      HILTON HOTELS CORPORATION

  /s/ William C. Lebo, Jr.            By         /s/ James M. Anderson
----------------------------             ---------------------------------------
William C. Lebo, Jr.
                                      James M. Anderson
                                      Senior Vice President
Date:        2/18/97                  Labor Relations & Personnel Administration
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                                      Date:               2/19/97
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