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                                                                  EXHIBIT 10.29



                            HILTON HOTELS CORPORATION
                          EMPLOYEE STOCK PURCHASE PLAN


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                                TABLE OF CONTENTS

                                                                            PAGE
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1.   PURPOSE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1

2.   DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1

3.   ELIGIBILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3

4.   STOCK SUBJECT TO THIS PLAN; SHARE LIMITATIONS . . . . . . . . . . . . .   3

5.   OFFERING PERIODS. . . . . . . . . . . . . . . . . . . . . . . . . . . .   3

6.   PARTICIPATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4

7.   METHOD OF PAYMENT OF CONTRIBUTIONS. . . . . . . . . . . . . . . . . . .   4

8.   GRANT OF OPTION . . . . . . . . . . . . . . . . . . . . . . . . . . . .   5

9.   EXERCISE OF OPTION. . . . . . . . . . . . . . . . . . . . . . . . . . .   5

10.  DELIVERY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   5

11.  TERMINATION OF EMPLOYMENT; REDUCTION IN SERVICE . . . . . . . . . . . .   6

12.  ADMINISTRATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6

13.  DESIGNATION OF BENEFICIARY. . . . . . . . . . . . . . . . . . . . . . .   7

14.  TRANSFERABILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7

15.  USE OF FUNDS; INTEREST. . . . . . . . . . . . . . . . . . . . . . . . .   8

16.  REPORTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8

17.  ADJUSTMENTS OF AND CHANGES IN THE STOCK . . . . . . . . . . . . . . . .   8

18.  TERM OF PLAN; AMENDMENT OR TERMINATION. . . . . . . . . . . . . . . . .   9

19.  NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9

20.  CONDITIONS UPON ISSUANCE OF SHARES. . . . . . . . . . . . . . . . . . .   9

21.  ADDITIONAL RESTRICTIONS OF RULE 16b-3 . . . . . . . . . . . . . . . . .   9

22.  EMPLOYEE'S RIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . .  10


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                            HILTON HOTELS CORPORATION
                          EMPLOYEE STOCK PURCHASE PLAN

     The following constitute the provisions of the Hilton Hotels Corporation
Employee Stock Purchase Plan, effective January 1, 1997.

1.   PURPOSE

     The purpose of this Plan is to provide Eligible Employees with an incentive
     to advance the best interests of Hilton Hotels Corporation by providing a
     method whereby they may voluntarily purchase Common Stock at a favorable
     price and upon favorable terms.  This Plan is not intended to meet the
     requirements of Section 423 of the Code.

2.   DEFINITIONS

     Capitalized terms used herein which are not otherwise defined shall have
     the following meanings.

          "ACCOUNT" shall mean the bookkeeping account maintained by the
     Company, or by a recordkeeper on behalf of the Company, for a Participant
     pursuant to Section 7(a).

          "BOARD" shall mean the Board of Directors of the Company.

          "CODE" shall mean the Internal Revenue Code of 1986, as amended.

          "COMMITTEE" shall mean the committee appointed by the Board to
     administer this Plan pursuant to Section 12.

          "COMMON STOCK" shall mean the Common Stock of the Company.

          "COMPANY" shall mean Hilton Hotels Corporation, a Delaware
     corporation.

          "COMPENSATION" shall mean the following: regular earnings, overtime,
     shift premium, shift differential, vacation pay, incentive compensation,
     and bonuses.  Compensation also includes amounts contributed as salary
     reduction contributions to a plan qualifying under Section 401(k), 125 or
     129 of the Code.  Compensation includes tips, tokens and gratuities, but
     only to the extent that such tips, tokens and gratuities are actually
     reported as income subject to income tax withholding on form W-2 for an
     Eligible Employee.  Any other form of remuneration is excluded from
     Compensation, including prizes, awards, 


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     housing allowances, stock option exercises, restricted stock exercises, 
     performance awards, auto allowances and other forms of imputed income.

          "CONTRIBUTIONS" shall mean all bookkeeping amounts credited to the
     Account of a Participant pursuant to Section 7(a).

          "ELIGIBLE EMPLOYEE" shall mean any employee of the Company or of any
     Subsidiary which has been designated in writing by the Committee as a
     "Participating Subsidiary," except that any employee who has not as of the
     Grant Date completed at least 12 months of continuous full-time employment
     with the Company or a Subsidiary or whose customary employment is for less
     than 30 hours per week shall not be an Eligible Employee.  In addition, no
     person whose employment is subject to the terms of a collective bargaining
     agreement shall be an Eligible Employee, unless the terms of such agreement
     specifically extend the benefits of this Plan to such employee.

          "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
     amended.

          "EXERCISE DATE" shall mean, with respect to an Offering Period, the
     first business day of the month following the end of that Offering Period.

          "FAIR MARKET VALUE" shall mean the closing price of a Share on The New
     York Stock Exchange on such date (or, in the event that the Common Stock is
     not traded on such date, on the immediately preceding trading date), as
     reported in THE WALL STREET JOURNAL or, in the event the Common Stock is
     not listed on The New York Stock Exchange, the "Fair Market Value" shall be
     the closing price of the Common Stock for such date (or, in the event that
     the Common Stock is not traded on such date, on the immediately preceding
     trading date), as reported by the National Association of Securities
     Dealers Automated Quotation ("NASDAQ") or, if such price is not reported,
     the mean of the bid and asked prices per Share as reported by NASDAQ or, if
     such prices are not so listed or reported, as determined by the Committee
     (or its delegate), in its discretion.

          "GRANT DATE" shall mean the first business day of each Offering
     Period.

          "OFFERING PERIOD" shall mean the 6-consecutive month period commencing
     on each January 1 or July 1.

          "OPTION" shall mean the nonqualified stock option to acquire Shares
     granted to a Participant pursuant to Section 8.

          "OPTION PRICE" shall mean the per share exercise price of an Option as
     determined in accordance with Section 8(b).


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          "PARTICIPANT" shall mean an Eligible Employee who has elected to
     participate in this Plan and who has filed a valid and effective
     Subscription Agreement to make Contributions pursuant to Section 6.

          "PLAN" shall mean this Hilton Hotels Corporation Employee Stock
     Purchase Plan, as amended from time to time.

          "SHARE" shall mean a share of Common Stock.

          "SUBSCRIPTION AGREEMENT" shall mean the agreement filed by an Eligible
     Employee with the Company pursuant to Section 6 to participate in this
     Plan.

          "SUBSIDIARY" shall mean any corporation in an unbroken chain of
     corporations (beginning with the Company) in which each corporation (other
     than the last corporation) owns stock possessing 50% or more of the total
     combined voting power of all classes of stock in one or more of the other
     corporations in the chain.

3.   ELIGIBILITY

     Any person employed as an Eligible Employee as of a Grant Date shall be
     eligible to participate in this Plan during the Offering Period in which
     such Grant Date occurs, subject to the Eligible Employee satisfying the
     requirements of Section 6.

4.   STOCK SUBJECT TO THIS PLAN; SHARE LIMITATIONS

     The total number of Shares to be made available under this Plan is
     2,000,000 authorized and unissued or treasury shares of Common Stock,
     subject to adjustments pursuant to Section 17.  In the event that all of
     the Shares made available under this Plan are subscribed prior to the
     expiration of this Plan, this Plan may be terminated in accordance with
     Section 18.

5.   OFFERING PERIODS

     During the term of this Plan, the Company will offer Options to purchase
     Shares to all Participants during each Offering Period.  Each Option shall
     become effective on the Grant Date.  The term of each Option is 6 months
     and shall end on the Exercise Date.  Offering Periods shall continue until
     this Plan is terminated in accordance with Section 18, or, if earlier,
     until no Shares remain available for Options pursuant to Section 4.


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6.   PARTICIPATION

     An Eligible Employee may become a participant in this Plan by completing a
     Subscription Agreement on a form approved by and in a manner prescribed by
     the Committee (or its delegate).  To become effective, Subscription
     Agreements must be filed with the Company prior to the applicable Grant
     Date and must set forth the percentage of such Eligible Employee's
     Compensation (which shall be a whole percentage point not less than 1% and
     not more than 10%) to be credited to the Participant's Account as
     Contributions each pay period.  Subscription Agreements shall contain the
     Eligible Employee's authorization and consent to the Company's withholding
     from his or her Compensation the amount of his or her Contributions. 
     Subscription Agreements shall remain valid for all Offering Periods until
     (i) an Eligible Employee's participation terminates pursuant to the terms
     hereof, or (ii) until a new Subscription Agreement becomes effective
     pursuant to Section 7.

7.   METHOD OF PAYMENT OF CONTRIBUTIONS

     (a)  The Company shall maintain on its books, or cause to be maintained by
          a recordkeeper, an Account in the name of each Participant.  The
          percentage of Compensation elected to be applied as Contributions by a
          Participant shall be deducted from such Participant's Compensation on
          each payday during the period for payroll deductions set forth below
          and such payroll deductions shall be credited to that Participant's
          Account as soon as administratively practicable after such date.  A
          Participant may not make any additional payments into his or her
          Account.  A Participant's Account shall be reduced by any amounts used
          to pay the Option Price of Shares acquired, or by any amounts
          distributed, pursuant to the terms hereof.

     (b)  Payroll deductions with respect to an Offering Period shall commence
          as of the first day of the payroll period which coincides with or
          immediately follows the applicable Grant Date and shall end on the
          last day of the payroll period which immediately precedes the
          applicable Exercise Date, unless sooner terminated by the Participant
          as provided in this Section or until his or her participation
          terminates pursuant to Section 11.

     (c)  The maximum amount of Contributions to a Participant's Account in any
          one Offering Period shall not exceed $12,500.  Should a Participant's
          Account balance reach $12,500, such Participant's payroll deductions
          made pursuant to this Section shall terminate for that Offering
          Period.  Any excess shall be refunded to such Participant as soon as
          administratively practicable. 


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     (d)  A Participant may terminate his or her Contributions by completing and
          filing with the Company, on such terms as the Committee (or its
          delegate) may prescribe, a new Subscription Agreement.  Such
          termination shall be effective as soon as administratively practicable
          after its receipt by the Company.

     (e)  A Participant may otherwise change the amount of his or her
          Contributions effective as of the next Grant Date by completing and
          filing with the Company, on such terms as the Committee (or its
          delegate) may prescribe, a new Subscription Agreement.

8.   GRANT OF OPTION

     (a)  On each Grant Date, each Eligible Employee who is a participant during
          that Offering Period shall be granted an Option to purchase a number
          of Shares.  The Option shall be exercised on the Exercise Date.  The
          number of Shares subject to the Option shall be determined by dividing
          the Participant's Account balance as of the applicable Exercise Date
          by the Option Price.

     (b)  The Option Price per Share of the Shares subject to an Option shall be
          the lesser of: (i) 95% of the Fair Market Value of a Share on the
          applicable Grant Date; or (ii) 95% of the Fair Market Value of a Share
          on the applicable Exercise Date.

9.   EXERCISE OF OPTION

     Unless a Participant's Plan participation is terminated as provided in
     Section 11, his or her Option for the purchase of Shares shall be exercised
     automatically on the Exercise Date for that Offering Period, without any
     further action on the Participant's part, and the maximum number of whole
     Shares subject to such Option shall be purchased at the Option Price with
     the balance of such Participant's Account.  If any amount (which is not
     sufficient to purchase a whole Share) remains in a Participant's Account
     after the exercise of his or her Option on the Exercise Date: (i) such
     amount shall be credited to such Participant's Account for the next
     Offering Period, if he or she is then a Participant; or (ii) if such
     Participant is not a Participant in the next Offering Period, or if the
     Committee so elects, such amount shall be refunded to such Participant as
     soon as administratively practicable after such date.

10.  DELIVERY

     As soon as administratively practicable after the Exercise Date, the
     Company shall deliver to each Participant a certificate representing the
     Shares purchased upon exercise of his or her Option.  The Company may make
     available an 


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     alternative arrangement for delivery of Shares to a recordkeeping 
     service.  The Committee (or its delegate) in its discretion may either 
     require or permit the Participant to elect that such certificates be 
     delivered to such recordkeeping service.

11.  TERMINATION OF EMPLOYMENT; REDUCTION IN SERVICE

     (a)  Upon a Participant's termination from employment with the Company and
          its Subsidiaries for any reason (including, but not limited to, death
          or retirement), or in the event that a Participant is no longer an
          Eligible Employee, at any time prior to the last day of an Offering
          Period in which he or she participates, such Participant's Account
          shall be paid to him or her or in cash, or, in the event of such
          Participant's death, paid to the person or persons entitled thereto
          under Section 13, and such Participant's Option for that Offering
          Period shall be automatically terminated.

     (b)  A Participant's termination from Plan participation precludes the
          Participant from again participating in this Plan during that Offering
          Period.  However, such termination shall not have any effect upon his
          or her ability to participate in any succeeding Offering Period,
          provided that the applicable eligibility and participation
          requirements are again then met.  A Participant's termination from
          Plan participation shall be deemed to be a revocation of that
          Participant's Subscription Agreement and such Participant must file a
          new Subscription Agreement to resume Plan participation in any
          succeeding Offering Period.

12.  ADMINISTRATION

     The Board shall appoint the Committee which shall supervise and administer
     this Plan and shall have full power and discretion to adopt, amend and
     rescind any rules deemed desirable and appropriate for the administration
     of this Plan and not inconsistent with the terms of this Plan, and to make
     all other determinations necessary or advisable for the administration of
     this Plan.  No member of the Committee shall be entitled to act on or
     decide any matter relating solely to himself or herself or any of his or
     her rights or benefits under this Plan.  The Committee shall have full
     power and discretionary authority to construe and interpret the terms and
     conditions of this Plan, which construction or interpretation shall be
     final and binding on all parties including the Company, Participants and
     Beneficiaries.  The composition of the Committee shall be in accordance
     with the requirements to obtain or retain any available exemption from
     Section 16(b) of the Exchange Act.


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13.  DESIGNATION OF BENEFICIARY

     (a)  A Participant may file, in a manner prescribed by the Committee (or
          its delegate), a written designation of a beneficiary who is to
          receive any Shares or cash from such Participant's Account under this
          Plan in the event of such Participant's death.  If a Participant's
          death occurs subsequent to the end of an Offering Period but prior to
          the delivery to him or her of any Shares deliverable under the terms
          of this Plan, such Shares and any remaining balance of such
          Participant's Account shall be paid to such beneficiary (or such other
          person as set forth in Section 13(b)) as soon as administratively
          practicable after the Company receives notice of such Participant's
          death and any outstanding unexercised Option shall terminate.  If a
          Participant's death occurs at any other time, the balance of such
          Participant's Account shall be paid to such beneficiary (or such other
          person as set forth in Section 13(b)) in cash as soon as
          administratively practicable after the Company receives notice of such
          Participant's death and such Participant's Option shall terminate.  If
          a Participant is married and the designated beneficiary is not his or
          her spouse, spousal consent shall be required for such designation to
          be effective.

     (b)  Beneficiary designations may be changed by the Participant (and his or
          her spouse, if required) at any time on forms provided and in the
          manner prescribed by the Committee (or its delegate).  If a
          Participant dies with no validly designated beneficiary under this
          Plan who is living at the time of such Participant's death, the
          Company shall deliver all Shares and/or cash payable pursuant to the
          terms hereof to the executor or administrator of the estate of the
          Participant, or if no such executor or administrator has been
          appointed, the Company, in its discretion, may deliver such Shares
          and/or cash to the spouse or to any one or more dependents or
          relatives of the Participant, or if no spouse, dependent or relative
          is known to the Company, then to such other person as the Company may
          designate.

14.  TRANSFERABILITY

     Neither Contributions credited to a Participant's Account nor any Options
     or rights with respect to the exercise of Options or right to receive
     Shares under this Plan may be assigned, transferred, pledged or otherwise
     disposed of in any way (other than by will, the laws of descent and
     distribution, or as provided in Section 13) by the Participant.  Any such
     attempt at assignment, transfer, pledge or other disposition shall be
     without effect, except that the Company may treat such act as an event
     terminating such Participant's status as an Eligible Employee for that
     Offering Period for purposes of, and such Participant's Plan participation
     for that Offering Period may be terminated 


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     pursuant to, Section 11.  During a Participant's lifetime, Options shall 
     only be exercisable by him or her.

15.  USE OF FUNDS; INTEREST

     All Contributions received or held by the Company under this Plan will be
     included in the general assets of the Company and may be used for any
     corporate purpose.  No interest will be paid to any Participant or credited
     to his or her Account under this Plan.

16.  REPORTS

     Statements shall be provided to Participants as soon as administratively
     practicable following each Exercise Date.  Each Participant's statement
     shall set forth, as of such Exercise Date, that Participant's Account
     balance immediately prior to the exercise of his or her Option, the Fair
     Market Value of a Share, the Option Price, the number of Shares purchased
     and his or her remaining Account balance, if any.

17.  ADJUSTMENTS OF AND CHANGES IN THE STOCK

     In the event that the Shares shall be changed into or exchanged for a
     different number or kind of shares of stock or other securities of the
     Company or of another corporation (whether by reason or merger,
     consolidation, recapitalization, stock split, combination of shares, or
     otherwise), or if the number of Shares shall be increased through a stock
     split or the payment of a stock dividend, then there shall be substituted
     for or added to each Share theretofore reserved for sale under this Plan,
     the number and kind of shares of stock or other securities into which each
     outstanding Share shall be so changed, or for which each such Share shall
     be exchanged, or to which each such Share is entitled, as the case may be,
     or the number or kind of securities which may be sold under this Plan and
     the purchase price per Share shall be appropriately adjusted consistent
     with such change in such manner as the Committee (or its delegate) may deem
     equitable to prevent substantial dilution or enlargement of rights granted
     to, or available for, Eligible Employees under this Plan.


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18.  TERM OF PLAN; AMENDMENT OR TERMINATION

     (a)  This Plan shall become effective January 1, 1997.  No new Offering
          Periods shall commence after December 31, 2006 and this Plan shall
          terminate on the first business day following such date unless sooner
          terminated pursuant to this Section 18.

     (b)  The Board may amend, modify or terminate this Plan at any time without
          notice, provided that no Participant's existing rights are adversely
          affected thereby.

19.  NOTICES

     All notices or other communications by a Participant to the Company
     contemplated by this Plan shall be deemed to have been duly given when
     received in the form and manner specified by the Committee (or its
     delegate) at the location, or by the person, designated by the Committee
     (or its delegate) for that purpose.

20.  CONDITIONS UPON ISSUANCE OF SHARES

     Shares shall not be issued with respect to an Option unless the exercise of
     such Option and the issuance and delivery of such Shares complies with all
     applicable provisions of law, domestic or foreign, including, without
     limitation, the Securities Act of 1933, as amended, the Exchange Act, any
     applicable state securities laws, the rules and regulations promulgated
     thereunder, and the requirements of any stock exchange upon which the
     Shares may then be listed.

     As a condition precedent to the exercise of any Option, if, in the opinion
     of counsel for the Company such a representation is required under
     applicable law, the Company may require any person exercising such Option
     to represent and warrant that the Shares subject thereto are being acquired
     only for investment and without any present intention to sell or distribute
     such Shares.

21.  ADDITIONAL RESTRICTIONS OF RULE 16b-3

     The terms and conditions of Options granted hereunder to, and the purchase
     of Shares by, persons subject to Section 16 of the Exchange Act shall
     comply with the applicable provisions of Rule 16b-3 promulgated thereunder
     ("Rule 16b-3").  This Plan shall be deemed to contain, and Options shall
     contain, and the Shares issued upon exercise thereof shall be subject to,
     such additional conditions and restrictions as the Committee (or its
     delegate) may determine, in its discretion, are required by Rule 16b-3 to
     qualify for the maximum exemption available from Section 16 of the Exchange
     Act.


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22.  EMPLOYEE'S RIGHTS

     Nothing in this Plan shall prevent the Company or any Subsidiary from
     terminating any employee's employment.  No employee shall have any rights
     as a shareholder until a certificate for Shares has been issued in the
     Participant's name following exercise of his or her Option. 








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