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                                                 EXHIBIT 10.34


                    FIRST AMENDMENT TO AMENDED
               CONSULTING AND EMPLOYMENT AGREEMENT

     THIS FIRST AMENDMENT TO AMENDED CONSULTING AND EMPLOYMENT AGREEMENT 
(this "Amendment") made and entered into as of December 14, 1996 by and 
between HILTON HOTELS CORPORATION, a Delaware corporation (together with its 
successors and assigns permitted under this Agreement, the "Company"), BALLY 
ENTERTAINMENT CORPORATION, a Delaware corporation (together with its 
successors and assigns permitted under this Agreement, "Bally"), and ARTHUR 
M. GOLDBERG (the "Executive").

     WHEREAS, the Executive is the Chairman, President, and Chief Executive 
Officer of Bally;

     WHEREAS, the Executive, Bally and the Company have entered into an 
Amended Consulting and Employment Agreement dated as of the 12th day of 
November, 1996 (the "Agreement");

     WHEREAS, the Executive, Bally and the Company wish to amend the 
Agreement to modify certain provisions relating to the timing of the 
Executive's termination of employment with Bally;

     NOW, THEREFORE, in consideration of the premises and mutual covenants 
contained herein, the Company, Bally, and the Executive (individually a 
"Party" and together the "Parties") agree as follows:

     1.  DEFINITIONS.  Capitalized terms which are not defined in this 
Amendment shall have the meanings assigned to them in the Agreement.

     2.  AMENDMENTS.

             2.1.  The fifth (5th) "Whereas" clause of the Agreement is amended 
and restated so that it reads in its entirety as follows:

          "WHEREAS, with Bally's consent and agreement, the
     Executive and the Company have determined that the
     Executive could best provide his expertise, knowledge,
     and assistance to the Company and its business by
     having the Executive terminate his employment with
     Bally effective as of the close of business on
     December 14, 1996 (said date being herein referred to
     as the "Termination Date"), by having the Executive
     serve as a consultant to the Company beginning on the

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     day after the Termination Date until the Closing, and
     by having the Executive become an employee and officer
     of the Company immediately after the Closing; and"

             2.2.  Section 1(b) of the Agreement is amended and
restated so that it reads in its entirety as follows:

          "(b)  The Executive's employment with Bally (and
     the Executive's positions as an officer and/or employee
     with any and all subsidiaries and affiliates of Bally)
     shall terminate on the Termination Date."

             2.3.  Section 1(c) of the Agreement is amended and
restated so that it reads in its entirety as follows:

          "(c)  From the day after the Termination Date
     until the earlier of (i) the Effective Date
     (hereinafter defined) or (ii) the date of the
     termination of the Acquisition Agreement by the Company
     or Bally (the "Initial Consulting Term"), the Executive
     shall provide consulting services to the Company at the
     request of the President and Chief Executive Officer of
     the Company on transitional issues with respect to the
     merger of Bally and the Company and other mutually-
     agreeable projects, and the Executive shall be paid the
     compensation and provided with the benefits,
     reimbursements, and perquisites set forth in
     Sections 3, 5, 6, and 7 of this Agreement (without
     limiting other rights or obligations of the Parties
     with respect to the Initial Consulting Term)."

     3.  EFFECTIVE DATE OF AMENDMENT.

     The provisions of this Amendment shall be effective as of the effective 
date of the Agreement (as determined in accordance with Section 26 of the 
Agreement), as if the provisions of this Amendment had been fully set forth 
in the Agreement in lieu of the provisions which they replace.

     4.  MISCELLANEOUS.

             4.1.  This Amendment binds and shall operate for the benefit of 
each of the Parties and their respective successors and permitted assigns.

             4.2.  All references made and pronouns used in this Amendment 
shall be construed in the singular or plural, and in such gender, as the 
sense and circumstances require.  Section headings are for convenience only 
and shall not affect nor be used in construing this Amendment.


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             4.3.  This Amendment may be signed in counterparts and by 
facsimile, all of which when taken together shall constitute a signed 
agreement.

             4.4.  This Amendment shall be governed by and construed in 
accordance with New Jersey law.

             4.5.  Except as amended by this Amendment, the Agreement shall 
remain in full force and effect.

     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of 
the date first written above.

                              HILTON HOTELS CORPORATION



                              By: /s/ STEPHEN F. BOLLENBACH
                                  --------------------------------------
                                   [name] STEPHEN F. BOLLENBACH
                                   [title] PRESIDENT & CEO



                              BALLY ENTERTAINMENT CORPORATION



                              By: /s/ ARTHUR M. GOLDBERG
                                 --------------------------------------
                                   [name] 
                                   [title]


                               /s/ ARTHUR M. GOLDBERG
                              -----------------------------------------
                              ARTHUR M. GOLDBERG


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