EXHIBIT 12

HILTON HOTELS CORPORATION
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(dollars in millions)(unaudited)

|                                                                                |                                                  | YEARS ENDED DECEMBER 31,
|------------------------------------------------------------------------------- | ------------------------------------------------ | ------------------------
|
|Income from continuing operations before income taxes and minority interest (1) |                                                  | $                       
|Add:                                                                            |                                                  |                         
|                                                                                | Interest expense (1)                             |                         
|                                                                                | Distributions from less than 50% owned companies |                         
|                                                                                | Interest component of rent expense (1)(2)        |                         
|                                                                                |                                                  |                         
|Earnings available for fixed charges                                            |                                                  | $                       
|                                                                                |                                                  |                         
|Fixed charges:                                                                  |                                                  |                         
|                                                                                | Interest expense (1)                             |                         
|                                                                                | Capitalized interest                             |                         
|                                                                                | Interest component of rent expense (1)(2)        |                         
|                                                                                |                                                  |                         
|Total fixed charges                                                             |                                                  | $                       
|                                                                                |                                                  |                         
|Ratio of earnings to fixed charges                                              |                                                  |                         
|                                                                                |                                                  |                         

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EXHIBIT 12

HILTON HOTELS CORPORATION
COMPUTATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
(dollars in millions)(unaudited)

|                                                                                |                                                  | YEARS ENDED DECEMBER 31,
|------------------------------------------------------------------------------- | ------------------------------------------------ | ------------------------
|
|Income from continuing operations before income taxes and minority interest (1) |                                                  | $                       
|Add:                                                                            |                                                  |                         
|                                                                                | Interest expense (1)                             |                         
|                                                                                | Distributions from less than 50% owned companies |                         
|                                                                                | Interest component of rent expense (1)(2)        |                         
|                                                                                |                                                  |                         
|Earnings available for fixed charges and preferred stock dividends              |                                                  | $                       
|                                                                                |                                                  |                         
|Fixed charges and preferred stock dividends:                                    |                                                  |                         
|                                                                                | Interest expense (1)                             |                         
|                                                                                | Capitalized interest                             |                         
|                                                                                | Interest component of rent expense (1)(2)        |                         
|                                                                                | Preferred stock dividends                        |                         
|                                                                                |                                                  |                         
|Total fixed charges and preferred stock dividends                               |                                                  | $                       
|                                                                                |                                                  |                         
|Ratio of earnings to combined fixed charges and preferred stock dividends       |                                                  |                         
|                                                                                |                                                  |                         

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