Exhibit 10.45  FIRST AMENDMENT TO AMENDED AND RESTATED LEASE AGREEMENT  THIS
FIRST AMENDMENT (First Amendment) to Amended and Restated Lease Agreement is
made and entered into by and between The Port Authority of Kansas City, Missouri
(the Landlord) and Hilton Hotels Corporation, a Delaware Corporation (the Tenant)
as of the 31st day of October, 1995.  RECITALS  The
following recitals are a material part of this First Amendment:  a.On or about the 21st day of August, 1995, Landlord
and Tenant entered into that certain Amended and Restated Lease Agreement (the Lease),
a copy of the recorded memorandum of which is attached hereto and by this
reference made a part hereof, as though fully set out herein.  b.The parties hereto have determined that the Lease
should be amended in part.  NOW, THEREFORE, for and in consideration of the sum of Ten and No/100
Dollars ($10.00), to each of them paid by the other, and other good and
valuable consideration, the receipt, adequacy and sufficiency of which is
hereby acknowledged by each of them, the parties hereto do hereby covenant and
agree as follows:  1.In Section 1.02.(b), the initial word
and number, Twelve (12) shall be stricken and in lieu thereof are hereby
substituted, Ten (10).  2.In Section 2.11, after the initial word, Rent the words, and grant payments, are hereby added.  3.In Section 2.14, at the end of the
existing text thereof, a new sentence stating, Landlord further acknowledges
and understands that Tenants debt to Landlord hereunder is unsecured., is
hereby added.  4.In Section 4.01, the word, Tenant in
the fourth line thereof, shall be stricken and in lieu thereof, the word, Landlord
is hereby substituted.  5.In Section 16.03, beginning in the tenth
line of the indented paragraph thereof, the words, on the earliest redemption
date to occur after termination of this Lease shall be stricken and in lieu
thereof, the following is hereby substituted, provided further, such minimum Landlords share shall not exceed an amount of monies sufficient to
establish an escrow of United States Treasury obligations, which on the date of
deposit thereof into the escrow,


would
produce, with interest earnings thereon, an amount sufficient to pay, as the
same become due, the total principal and interest thereafter payable on the
then outstanding Bonds.  6.In Section 16.04, in the third line
thereof, after the words, such event the words, all payment of rent, Riverfront
Park Grant and additional rent shall continue in the same amount as before the
taking, and are hereby added.  7.Except as changed, modified or amended
hereinabove, all provisions, terms and conditions of the Lease shall remain
unchanged modified or amended and in full force and effect.  IN WITNESS WHEREOF, Landlord and Tenant have caused this First
Amendment to be executed by their duly authorized officers and their respective
corporate seals to be hereunto affixed.   LANDLORD:
  THE
  PORT AUTHORITY OF KANSAS CITY, MISSOURIBy:
  /s/
  Elbert AndersonName:
  Elbert
  AndersonTitle:
  ChairmanTENANT:
  HILTON
  HOTELS CORPORATION, a Delaware CorporationBy:
  /s/
  F. Michael OBrienName:
  F.
  Michael OBrienTitle:
  Executive
  Vice President  2


ACKNOWLEDGMENTS  STATE OF MISSOURI
  ))
  SSCOUNTY OF JACKSON
  )  On this 30 day
of November, 1995, before me appeared Elbert Anderson,to me personally known, who being
by me duly sworn, did say that he is the Chairman of The Port Authority of
Kansas City, Missouri, a public Corporation, and said Elbert Anderson acknowledged
execution of the foregoing instrument to be the free act and deed of said Port
Authority.  IN WITNESS WHEREOF, I have hereunto
subscribed my name and affixed my official seal the day and year last above
written.  /s/Jacqueline
  M BullardNotary Public  My Commission Expires: JACQUELINE M BULLARDNOTARY PUBLIC STATE OF
  MISSOURIJune 22 1998
  
  CASS COUNTYMY COMMISSION EXP. JUNE
  22,1998  STATE OF NEVADA
  ))
  SSCOUNTY OF CLARK
  )  On this 20 day of November, 1995, before me
appeared F.Michael OBrien, to me personally known, who being by me duly sworn,
did say that he/she is the Executive Vice President of  Hilton Hotels Corporation, a Delaware Corporation,
and said E.Michael OBrien acknowledged execution of the foregoing instrument
to be the free act and deed of said corporation.  IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my
official seal the day and year last above written.  /s/ Danielle I. Love-MetzNotary Public  My Commission Expires:May 25, 1999  Notary Public-State of Nevada
  COUNTY OF CLARK
  DANIELLE I. LOVE-METZ
  My Commission Expires
  May 25, 1999  3