EXHIBIT 11

HILTON HOTELS CORPORATION AND SUBSIDIARIES

Computation of Per Share Earnings

|                                  |                                                                                                             | 1998 |   | 1999        |   | 2000
|--------------------------------- | ----------------------------------------------------------------------------------------------------------- | ---- | - | ----------- | - | ----
|Basic                             |                                                                                                             |      |   |             |   |     
|Income (in millions)              |                                                                                                             |      |   |             |   |     
|                                  | Continuing operations                                                                                       |      | $ | 188         |   | $   
|                                  | Deduct dividends on preferred shares                                                                        |      |   | (10         | ) |     
|                                  |                                                                                                             |      |   |             |   |     
|                                  | Income applicable to common stock from continuing operations                                                |      |   | 178         |   |     
|                                  | Discontinued gaming operations                                                                              |      |   | 109         |   |     
|                                  | Cumulative effect of accounting change                                                                      |      |   |            |   |     
|                                  |                                                                                                             |      |   |             |   |     
|                                  | Income applicable to common stock                                                                           |      | $ | 287         |   | $   
|                                  |                                                                                                             |      |   |             |   |     
|Shares                            |                                                                                                             |      |   |             |   |     
|                                  | Weighted average common shares                                                                              |      |   | 250,306,000 |   |     
|                                  |                                                                                                             |      |   |             |   |     
|Basic earnings per common share   |                                                                                                             |      |   |             |   |     
|                                  | Continuing operations                                                                                       |      | $ | 0.71        |   | $   
|                                  | Discontinued gaming operations                                                                              |      |   | 0.44        |   |     
|                                  | Cumulative effect of accounting change                                                                      |      |   |            |   |     
|                                  |                                                                                                             |      |   |             |   |     
|                                  | Net income                                                                                                  |      | $ | 1.15        |   | $   
|                                  |                                                                                                             |      |   |             |   |     
|Diluted                           |                                                                                                             |      |   |             |   |     
|Income (in millions)              |                                                                                                             |      |   |             |   |     
|                                  | Continuing operations                                                                                       |      | $ | 188         |   | $   
|                                  | Add after tax interest applicable to 5% convertible notes                                                   |      |   | 15          |   |     
|                                  |                                                                                                             |      |   |             |   |     
|                                  | Continuing operations, as adjusted                                                                          |      |   | 203         |   |     
|                                  | Discontinued gaming operations                                                                              |      |   | 109         |   |     
|                                  | Cumulative effect of accounting change                                                                      |      |   |            |   |     
|                                  |                                                                                                             |      |   |             |   |     
|                                  | Net income                                                                                                  |      | $ | 312         |   | $   
|                                  |                                                                                                             |      |   |             |   |     
|Shares                            |                                                                                                             |      |   |             |   |     
|                                  | Weighted average common sharesbasic                                                                        |      |   | 250,306,000 |   |     
|                                  | Assuming conversion of preferred stock                                                                      |      |   | 9,845,000   |   |     
|                                  | Assuming conversion of 5% convertible notes                                                                 |      |   | 15,489,000  |   |     
|                                  | Dilutive effect of assumed option exercises (as determined by the application of the treasury stock method) |      |   | 1,909,000   |   |     
|                                  |                                                                                                             |      |   |             |   |     
|                                  | Common and common equivalent shares as adjusted                                                             |      |   | 277,549,000 |   |     
|                                  |                                                                                                             |      |   |             |   |     
|Diluted earnings per common share |                                                                                                             |      |   |             |   |     
|                                  | Continuing operations                                                                                       |      | $ | 0.73 (1     | ) | $   
|                                  | Discontinued gaming operations                                                                              |      |   | 0.39 (1     | ) |     
|                                  | Cumulative effect of accounting change                                                                      |      |   |            |   |     
|                                  |                                                                                                             |      |   |             |   |     
|                                  | Net income                                                                                                  |      | $ | 1.12        |   | $   
|                                  |                                                                                                             |      |   |             |   |     

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