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                                                                   EXHIBIT 4.12

                       AMENDMENT NO. 2 TO CREDIT AGREEMENT
                               (Hawaiian Village)

                  AMENDMENT No. 2 dated as of November 30, 1999 to the Credit
Agreement dated as of June 1, 1998 (as heretofore amended, the "CREDIT
AGREEMENT") among HILTON HAWAIIAN VILLAGE, LLC, (the "BORROWER"), HILTON
HOTELS CORPORATION (the "GUARANTOR"), the BANKS party thereto (the "BANKS"),
NATIONSBANK, N.A. (now BANK OF AMERICA, N.A.) as Syndication Agent, FIRST
UNION NATIONAL BANK, as Documentation Agent (the "DOCUMENTATION AGENT") and
THE BANK OF NEW YORK, as Administrative Agent (the "ADMINISTRATIVE AGENT").

                              W I T N E S S E T H :

         WHEREAS, the Guarantor proposes to enter into a Five Year Credit
Agreement and a Short Term Credit Agreement of even date herewith with two
syndicates of lenders for which Bank of America, N.A. will act as
Administrative Agent providing for an aggregate $1,850,000,000 in new
revolving credit facilities (the "New Senior Credit Facilities"); and

         WHEREAS, substantially concurrently herewith, the Guarantor proposes
to consummate an acquisition of Promus Hotels Corporation; and

         WHEREAS, in connection with the aforementioned transactions, the
Guarantor shall enter into an amendment to the $1,750,000,000 Credit
Agreement (as amended, the "Existing Credit Agreement") dated as of December
3, 1998 among the Guarantor, the lenders named therein, Morgan Guaranty Trust
Company of New York as Documentation Agent and The Bank of New York, as
Administrative Agent, pursuant to which, INTER ALIA, certain adjustments to
the Leverage Ratio covenant set forth in the Existing Credit Agreement and
the interest rates and fees payable thereunder will be made so as to make
them consistent with the New Senior Credit Facilities; and

         WHEREAS, pursuant to Section 5.10 of the Credit Agreement, the
maximum Leverage Ratio permitted under the Credit Agreement may equal that
permitted under the Existing Credit Agreement and amendments to the
definition of "Consolidated EBITDA" are automatically deemed to concurrently
amend the manner in which that term is defined in the Credit Agreement; and

         WHEREAS, in connection therewith, the parties hereto desire to make
certain modifications to the Credit Agreement;

         NOW, THEREFORE, the Borrower, the Guarantor and Required Banks under
Section 9.04 of the Credit Agreement hereby amend the Credit Agreement as
follows:

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                  1. DEFINED TERMS; REFERENCES. Unless otherwise specifically
defined herein, each term used herein which is defined in the Credit
Agreement shall have the meaning assigned to such term in the Credit
Agreement. Each reference to "hereof", "hereunder," "herein" and "hereby" and
each similar reference and each reference to this "agreement" and each other
similar reference contained in the Credit Agreement shall, after this
Amendment becomes effective, refer to the Credit Agreement as amended hereby.

                  2. AMENDMENTS TO CERTAIN EXISTING DEFINED TERMS. The
following terms defined in the Credit Agreement are hereby amended to read in
full as follows:

         "Debt" of any Person means at any date, without duplication, (i) all
         obligations of such Person for borrowed money, (ii) all obligations of
         such Person evidenced by bonds, debentures, notes or other similar
         instruments, (iii) all obligations of such Person to pay the deferred
         purchase price of property or services, except trade accounts payable
         arising in the ordinary course of business and obligations in the
         nature of deferred employee compensation to the extent that such
         deferred employee compensation obligations do not exceed $150,000,000,
         in the aggregate, (iv) all obligations of such Person as lessee under
         leases which are capitalized in accordance with generally accepted
         accounting principles, (v) all other obligations secured by a Lien on
         any asset of such Person, whether or not such obligations are otherwise
         an obligation of such Person, in an amount equal to the lesser of the
         amount of the obligation so secured or the fair value of the assets
         subject to such Lien, and (vi) all obligations of others constituting
         "Debt" under the foregoing clauses of this paragraph which are
         Guaranteed by such Person; it being understood that "Debt" does not
         include contingent obligations of such Person to reimburse any other
         Person in respect of surety bonds or letters of credit.

         "Investment Grade" means (i) with respect to S&P, a rating of BBB- or
         higher and (ii) with respect to Moody's, a rating of Baa3 or higher.

         "Promus Acquisition" means the merger of Promus Hotels Corporation with
         a Subsidiary of the Guarantor on the effective date hereof, as a result
         of which the Guarantor will own, directly or indirectly, of all of the
         issued and outstanding capital stock of the corporation surviving such
         merger.

         "Rating Agencies" means S&P or Moody's.

                  3. ADDITIONAL DEFINED TERMS. Section 1.01 of the Credit
Agreement is hereby amended to add thereto the following terms:

         "New Senior Credit Facilities" means the Five Year Credit Agreement and
         the Short Term Credit Agreement, in each case of even date herewith and
         among the Guarantor, the Lenders and Syndication Agents named therein,
         and Bank of America, N.A., as Administrative Agent, as at any time
         amended, replaced, renewed or supplanted.

         "Pricing Certificate" means a Pricing Certificate, substantially in the
         form of Exhibit B to Amendment No. 2 to this Agreement, properly
         completed and signed by an Authorized Officer.


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                  4. "STATUS" ELECTION. Section 5.01(e) is hereby amended to
delete clause (iii) thereof, it being understood that the Guarantor shall not
be required to notify the Administrative Agent or the Banks of whether
interest rates and fees shall be determined on the basis of its Ratings or
the Leverage Ratio (with the Borrower to automatically receive the benefits
of the more favorable basis of computation).

                  5. PRICING CERTIFICATE. Section 5.01 of the Credit
Agreement is further amended to add thereto a new clause (m), to read in full
as follows:

                  "(m) as soon as available and in any event not later than the
         last day of February of each year, a completed Pricing Certificate as
         of December 31 of the prior year;"

                  6. MAXIMUM LEVERAGE RATIO. The first sentence of Section 5.10
of the Credit Agreement is hereby amended to read in full as follows:

         "5.10 LEVERAGE RATIO. The Leverage Ratio will at no time exceed the
         greater of (a) 4.5:1 or (b) the maximum amount thereof permitted at
         such time under any of the Existing Credit Agreement or the New Senior
         Credit Facilities."

                  7. PRICING REVISIONS. The Pricing Schedule attached to the
Credit Agreement is hereby amended and restated in its entirety as set forth on
Exhibit A hereto.

                  8. REPRESENTATIONS OF THE GUARANTOR AND THE BORROWER. The
Guarantor and, to the extent relating to itself, the Borrower each represents
and warrants that (i) the representations and warranties of the Guarantor and
the Borrower set forth in Article 4 of the Credit Agreement will be true on
and as of the Amendment Effective Date and (ii) no Default will have ocurred
and be continuing on such date.

                  9. GOVERNING LAW. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York.

                  10. COUNTERPARTS. This Amendment may be signed in any number
of counterparts, each of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument.




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                  11. EFFECTIVENESS. This Amendment shall become effective as
of the date hereof on the date (the "AMENDMENT EFFECTIVE DATE") when the
Administrative Agent shall have received signatures hereto from the Required
Banks and an executed counterpart hereof signed by the Guarantor and the
Borrower.

                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the date first above written.

                           HILTON HAWAIIAN VILLAGE LLC

                           By:  Hilton Hotels Corporation, Manager

                                By:
                                   --------------------------------------
                                   Mariel C. Albrecht,
                                   Vice President and Assistant Treasurer


                           HILTON HOTELS CORPORATION, as Guarantor


                           By:
                              -------------------------------------------
                              Mariel C. Albrecht, Vice President
                              and Assistant Treasurer


                           THE BANK OF NEW YORK, as Administrative Agent and
                           as a Bank

                           By:
                              -------------------------------------------


                           ----------------------------------------------
                                   [Printed or Typed Name and Title]




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