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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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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