<PAGE>   1
   
     As filed with the Securities and Exchange Commission on March 28, 1997
                                                     REGISTRATION NO. 333-23619
===============================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                         -----------------------------
                               Amendment No. 1 to
    

                                    FORM S-3

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                         -----------------------------
                             DOUBLETREE CORPORATION
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                     <C>                                 <C>
             DELAWARE                        DOUBLETREE CORPORATION                860762415
   (State or Other Jurisdiction         410 NORTH 44TH STREET, SUITE 700       (I.R.S. Employer
of Incorporation or Organization)            PHOENIX, ARIZONA 85008         Identification Number)
                                                 (602) 220-6666
                                       (Address, including ZIP code, and
                                      telephone number, including area code,
                                   of registrant's principal executive offices)
</TABLE>

                                DAVID L. STIVERS
                             SENIOR VICE PRESIDENT,
                         GENERAL COUNSEL AND SECRETARY
                             DOUBLETREE CORPORATION
                        410 NORTH 44TH STREET, SUITE 700
                             PHOENIX, ARIZONA 85008
                                 (602) 220-6666
           (Name, address, including ZIP code, and telephone number,
                   including area code, of agent for service)
                         -----------------------------
                                   COPIES TO:
                          KIMBERLY L. WILKINSON, ESQ.
                           RANDALL K. H. CHING, ESQ.
                                LATHAM & WATKINS
                       505 Montgomery Street, Suite 1900
                        San Francisco, California 94111
                                 (415) 391-0600
                         -----------------------------
         APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after this Registration Statement becomes effective.

         If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]

         If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [x]

         If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.  [ ]

         If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering.  [ ]

         If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box.  [ ]

   
   THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
    

===============================================================================
<PAGE>   2
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any such State.



PROSPECTUS

   
                             SUBJECT TO COMPLETION
                  PRELIMINARY PROSPECTUS DATED MARCH 28, 1997
    

                             DOUBLETREE CORPORATION
                         870,173 SHARES OF COMMON STOCK
                          ($0.01 PAR VALUE PER SHARE)

     This Prospectus relates to up to 870,173 shares (the "Shares") of common
stock, par value $0.01 per share (the "Common Stock"), of Doubletree
Corporation, a Delaware corporation (the "Company"), which may be offered for
sale by certain stockholders of the Company named in this Prospectus (the
"Selling Stockholders").  Such sales may be effected from time to time by the
Selling Stockholders through one or more underwriters, brokers, dealers or
agents, and directly to one or more purchasers, in one or more transactions on
the Nasdaq National Market pursuant to and in accordance with the rules of the
Nasdaq National Market, in negotiated transactions or otherwise, at prices
related to the prevailing market prices or at negotiated prices.  See "Plan of
Distribution."

     The Company will not receive any of the proceeds from the sale of the
Shares.  The Company will bear substantially all expenses of the offering of the
Shares, except that the Selling Stockholders will pay any applicable
underwriting fees, discounts or commissions and transfer taxes, as well as the
fees and disbursements of counsel for the Selling Stockholders.

   
     The Company's Common Stock is traded on the Nasdaq National Market under
the symbol "TREE." On March 26, 1997 the last reported sale price for the Common
Stock of the Company as reported on the Nasdaq National Market was $37.375.  
    

                             ---------------------

     SEE "RISK FACTORS" COMMENCING ON PAGE 3 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED
HEREBY.

     THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

                             ---------------------

   
                The date of this Prospectus is March _____, 1997.
    

                             ---------------------
<PAGE>   3
                             AVAILABLE INFORMATION

         The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-3 (including all amendments
thereto, the "Registration Statement") with respect to the securities offered
hereby.  As permitted by the rules and regulations of the Commission, this
Prospectus does not contain all of the information set forth in the
Registration Statement and the exhibits and schedules thereto.  For further
information about the Company and the securities offered hereby, reference is
made to the Registration Statement and the exhibits thereto, which may be
examined without charge at the public reference facilities maintained by the
Commission at Room 1204, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549, and copies of which may be obtained from the Commission upon
payment of the prescribed fees.

         The Company is subject to the information requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Commission.  The Registration Statement, the exhibits and schedules forming
a part thereof and the reports, proxy statements and other information filed by
the Company with the Commission in accordance with the Exchange Act can be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1204, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661, and 7
World Trade Center, Suite 1300, New York, New York 10048.  Copies of such
material can be obtained at prescribed rates from the Public Reference Section
of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549.  The
Commission maintains a web site that contains reports, proxy and information
statements and other information regarding registrants who file with the
Commission and certain of the Company's filings are available at such web site:
http://www.sec.gov.  In addition, the Common Stock is listed on the Nasdaq
National Market and reports and other information concerning the Company may be
inspected at the offices of the National Association of Securities Dealers,
Inc. at 1735 K Street, N.W., Washington, D.C. 20006.

               INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

         The following documents filed by the Company under the Exchange Act
with the Commission are incorporated herein by reference.

         (a)     Annual Report on Form 10-K for the fiscal year ended 
                 December 31, 1996 (the "1996 10-K");

         (b)     The Company's Proxy Statement for its 1997 Annual Meeting of
                 Stockholders; and

         (c)     The description of the Company's Common Stock contained in the
                 Company's Registration Statement on Form 8-A (File No.
                 0-24392) filed on June 18, 1994.

         All documents filed by the Company pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this Prospectus and prior to
the termination of the offering of the securities offered hereby shall be
deemed to be incorporated by reference in this Prospectus and to be a part
hereof from the date of filing of such documents.  Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies


                                       2
<PAGE>   4
or supersedes such statement.  Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Prospectus.

         A copy of any or all of the documents incorporated or deemed to be
incorporated herein by reference (other than exhibits to such documents which
are not specifically incorporated by reference therein) will be provided
without charge to any person to whom a copy of this Prospectus is delivered,
upon written or oral request.  Copies of this Prospectus, as amended or
supplemented from time to time, and any other documents (or parts of documents)
that constitute part of this Prospectus under Section 10(a) of the Securities
Act of 1933, as amended (the "Securities Act"), will also be provided without
charge to each such person, upon written or oral request.  Requests for such
copies should be addressed to David L. Stivers, Senior Vice President, General
Counsel and Secretary, 410 North 44th Street, Suite 700, Phoenix, Arizona 85008
(telephone number (602) 220-6666).


                           FORWARD-LOOKING STATEMENTS

         This Prospectus and the documents incorporated by reference herein
contain projections and other forward-looking statements within the meanings of
Section 27A of the Securities Act and Section 21E of the Exchange Act, which
statements involve risks and uncertainties.  Actual results could differ
materially from these projections as a result of certain factors, including the
factors set forth under "Risk Factors" herein.


                                  THE COMPANY

         Doubletree Corporation (the "Company" or "Doubletree") is one of the
largest full service hotel operating companies in the United States.  The
Company provides hotel owners with management and franchise services under its
Doubletree Hotels, Doubletree Guest Suites, Doubletree Club Hotels and Club
Hotels by Doubletree brand names, as well as management services for other
non-Doubletree brand hotels.  The principal executive offices of the Company
are located at 410 North 44th Street, Suite 700, Phoenix, Arizona 85008,
telephone (602) 220-6666.

         For a more detailed discussion of the business and properties of the
Company, see the Company's Annual Report on Form 10-K for the year ended
December 31, 1996, which is incorporated by reference herein.


                                  RISK FACTORS

         In evaluating the Company's business, prospective investors should
carefully consider the following factors in addition to the other information
contained in or incorporated by reference in this Prospectus.

COMPETITION FOR AND DEPENDENCE ON MANAGEMENT CONTRACTS AND FRANCHISE
AGREEMENTS; COMPETITION FOR GUESTS

         Competition for management contracts, leases and franchise agreements
in the lodging industry is intense.  The Company will compete with national and
regional brand franchisers and management companies, some of which have greater
name recognition and greater financial resources than the Company.  In
addition, smaller hotel management companies compete against the Company.  The
Company believes that the Company's ability to secure management contracts,
leases or franchise agreements will be based principally upon the perceived
value and quality of the Company's management services, brand name and the
potential economic advantages to the hotel owner of retaining


                                       3
<PAGE>   5
the Company's management services or brand names.  The Company believes that
the perceived value of a brand name to a hotel owner is in part a function of
the success of the hotels currently under management.  Competitive factors also
include relationships with hotel owners and investors, marketing support,
reservation system capacity and the willingness to make debt and equity
investments (collectively, "Investments") in connection with new management
contracts and leases.  No assurance can be given that the Company will be
successful in retaining current, or competing for additional, management
contracts, leases or franchise agreements.

         Competition for guests in the lodging industry is also intense.
Competitive factors in the industry include room rates, quality of
accommodations, name recognition, service levels and convenience of location.
The Company's hotels will be located in areas that generally contain numerous
other competitors, some of which have greater name recognition and greater
financial resources than the Company.  There can be no assurance that
demographic, geographic or other changes in markets will not adversely affect
the convenience or desirability of the locales in which the Company's hotels
are located. Further, there can be no assurance that new or existing
competitors will not significantly lower rates, offer greater convenience,
services or amenities, or significantly expand or improve facilities in a
market in which the Company's hotels compete, thereby adversely affecting the
Company's ability to attract guests.


RISK OF CONTRACT TURNOVER

         Management contracts, leases and franchise agreements will be
acquired, terminated and renegotiated in the ordinary course of the Company's
business.  Many of the management contracts and leases to which the Company is
a party may be terminated by the owner of the hotel property if the Company
fails to meet certain performance standards, or in the event of a change in
control of the property through sale or foreclosure, or otherwise.  In the
event of a termination other than for performance, many contracts require the
hotel owner to pay a termination fee, which may be more or less than the book
value, if any, of the contract asset.  If the Company loses a capitalized
management contract, lease or franchise agreement, the Company will record a
write-off of the remaining book value (less any termination fee received) of
such management contract, lease or franchise agreement, which could have a
material adverse effect on the Company's results of operations and financial
condition.

   
         Ownership of individual hotels and hotel portfolios change from time
to time, and management and hotel brands may be changed concurrently.
Historically, the Company has been successful in retaining management
contracts, leases or franchise agreements in the majority of cases, because of
its operating performance and competitive advantages.  During 1996, four hotels
managed by the Company and five Doubletree franchised hotels were sold to new
owners which did not retain the Company's services.  None of these terminations
resulted in a material loss to the Company.  One Doubletree franchised hotel
changed brands in connection with the hotel owner's acquisition of another
hotel management company.  In addition, two hotels managed by the Company and
two franchised hotels were lost to the Company due to geographical conflicts
which arose in connection with the acquisition of all the outstanding stock of
Red Lion Hotels, Inc. ("Red Lion") thereby making Red Lion a wholly-owned
subsidiary of the Company ("Red Lion Acquisition").  In 1996, excluding the
acquisitions of RFS, Inc., a privately held hotel operator ("RFS Management"),
and Red Lion, the Company increased its number of hotels and aggregate room
count (net of the above terminations) by 21% and 18%, respectively.
    


                                       4
<PAGE>   6
DEPENDENCE ON CERTAIN HOTEL OWNERS

   
         The Company manages hotels for, leases hotels from and franchises its
brands to (i) certain affiliates of two of its original stockholders, GE
Investment Hotel Partners I, Limited Partnership ("GEHOP") and Metropolitan Life
Insurance Company ("Metropolitan"), (ii) affiliates of certain of its directors
and (iii) other major hotel investors.  At December 31, 1996, affiliates of
GEHOP and Metropolitan owned interests in 12 and eight hotels, respectively,
that were managed or leased by the Company.  On the same date, the Company
managed two hotels owned directly or indirectly by affiliates of Norman B.
Leventhal, a director of the Company. In addition, the Company leases from Red
Lion, a California Limited Partnership (the "Partnership"), which at March 1,
1996 owned 9.8% of the Company's outstanding Common Stock, 17 hotels (the "Red
Lion Leased Hotels") pursuant to a long-term lease with the Partnership (the
"Partnership Lease"). Mr. Michael Michelson, a director and stockholder of
RLA-GP, Inc. ("RLA"), the general partner of the Partnership, and Edward
Gilhuly, a director and officer of RLA, are members of the Doubletree Board of
Directors.  While the Company believes the terms of the Partnership Lease are
fair to the Company and the Partnership, those terms were not negotiated on an
arms-length basis.  At December 31, 1996, the Company also leased 56 hotels (52
of which it managed) pursuant to long-term leases (the "Percentage Leases") from
the Landlord, of which RFS Hotel Investors, Inc. (the "REIT") is the sole
general partner and 98.6% owner.
    

         Although the Company believes that it has satisfactory relationships
with these respective hotel owners, no assurance can be given that the
Company's relationship with these owners will remain satisfactory.  In
addition, the Company's growth opportunities are dependent in part on its
ability to maintain satisfactory relationships with these and other
institutional hotel investors, and therefore the failure of the Company to
maintain any of these relationships could have a material adverse effect on the
Company's results of operation and financial condition or its ability to expand
its portfolio of hotels under management or franchise.


RISKS ASSOCIATED WITH EXPANSION

         A major focus of the Company's growth strategy will be to add
significantly to its portfolio of hotels through the acquisition of management
contracts, leases and franchise agreements, individually or in groups,
including through the acquisition of hotel management companies.  There can be
no assurance that the Company will be able to obtain new contracts, leases and
franchise agreements, that such contracts, leases and franchise agreements will
be profitable, or that the Company's systems, procedures and controls and
management, financial and other resources, will be adequate to support such
expansion.

         There can be no assurance that the Company will be able to integrate
successfully new hotels, new hotel products or new hotel management company
acquisitions into its operations, that new hotels, new hotel products or new
hotel management company acquisitions will achieve revenue and profitability
levels comparable to the Company's existing hotels or that the combined
business will be profitable.  Hotels being operated under newly acquired
management contracts or lease agreements, may begin with lower occupancy and
room rates.  Furthermore, the Company's expansion within its existing markets
could adversely affect the financial performance of the Company's existing
hotels or its overall results of operations.  Expansion into new markets may
present operating and marketing challenges that are different from those
currently encountered by the Company in its existing markets.  There can be no
assurance that the Company will anticipate all of the changing demands that
expanding operations will


                                       5
<PAGE>   7
impose on its management or its management information and reservation systems,
and the failure to adapt its systems and procedures could have a material
adverse effect on the Company's business.


RISKS ASSOCIATED WITH OWNING AND LEASING REAL ESTATE

   
         As of December 31, 1996, the Company leased 82 hotels, owned 18 hotels
and owned at least a 50% joint venture interest in eight hotels.  As a result,
the Company will be subject to varying degrees of risk generally related to
leasing and owning real estate.  In addition to general risks related to the
lodging industry, these risks include, among others, liability for long-term
lease obligations, changes in national, regional and local economic conditions,
inflation and its effect on operating costs, local real estate market
conditions, changes in interest rates and in the availability, cost and terms of
financing, the potential for uninsured casualty and other losses, the impact of
present or future environmental legislation and compliance with environmental
laws, and adverse changes in zoning laws and other regulations, many of which
are beyond the control of the Company. Moreover, real estate investments are
relatively illiquid, which means that the ability of the Company to vary its
portfolio of hotels in response to changes in economic and other conditions may
be limited.  Historically, the Company has earned management fees based on a
percentage of specified hotel revenues and its risk has been limited to the
extent of its management fee.  However, lease terms typically require the
payment of a fixed monthly base rent regardless of the performance of the hotel
leased, in addition to a variable rent based on a percentage of revenues.
    

   
         The majority of the hotels that will be leased by the Company will be
leased from the REIT pursuant to the Percentage Leases and the Partnership
pursuant to the Partnership Lease.  Each of the Percentage Leases and the
Partnership Lease is a "triple net" lease which requires the lessee to maintain
the leased hotel in good condition and repair and in conformity with all
applicable legal requirements and to make, or cause to be made, all items of
maintenance, repair, replacement and alteration to the leased hotel as
necessary for such purpose.  The Percentage Leases, the Partnership Lease and
any other leases pursuant to which the Company is the lessee will expose the
Company to the risk that the hotels covered by such leases will not generate
sufficient revenues to meet the Company's lease and other obligations.
    

         In addition to provisions generally included in "triple net" leases,
the Percentage Leases contain, among other things, a cross-default provision
for events of default under any Percentage Lease acquired as part of the
acquisition of RFS Management by the Company.  This cross-default provision
could result in additional leverage in favor of the REIT in the event of a
dispute between the Company and the REIT.  The Percentage Leases also require
the Company to continue to make rental payments and to pay all other charges
required under the lease for up to six months if a hotel is substantially
damaged or destroyed and to indemnify the REIT from and against a number of
liabilities, costs and expenses.  The REIT has retained the right to sell one
or more of the hotels subject to the Percentage Leases and to terminate the
Percentage Leases relating to such hotels, provided that in connection with any
such termination the REIT pays the Company the fair market value of such lease
or offers to lease to the Company a substitute hotel under a lease with a fair
market value equal to that of the lease being terminated.

   
         The Partnership Lease requires, among other things, the Company to pay
substantially all expenses associated with the operation of the Red Lion Leased
Hotels, including all ground lease expenses, real estate taxes, insurance,
utilities and services.  The Partnership has the right to sell one or more of 
the Red Lion Leased Hotels, subject to the terms of the Partnership Lease.
Upon any sale of a 
    


                                       6
<PAGE>   8
   
hotel by the Partnership, the hotel would be leased under a stand alone lease
which would be modified to provide, among other things, for a calculation of
additional rent based on the Gross Revenues (as defined in the Partnership
Lease) of that hotel alone.  The Partnership has informed the Company that it
has entered into an agreement to sell the Red Lion Leased Hotels to a third
party buyer.  The Partnership has acknowledged in writing the Company's
intention to change the name of each of the Red Lion Leased Hotels to a
Doubletree brand name and has confirmed that such action would not constitute a
breach of the Partnership Lease.  Red Lion has agreed to fully indemnify the
Partnership and its affiliates for any matter arising by reason of or in
connection with the leasing, use, non- use, occupancy, management or operation
of each of the Red Lion Leased Hotels prior to or during the term of the
Partnership Lease, including environmental matters.  The Company has guaranteed
these indemnification obligations.
    

INVESTMENT LOSSES; RISKS ASSOCIATED WITH JOINT VENTURES; CONTINGENT LIABILITIES

   
         The Company makes selective Investments in the underlying hotels that
it leases or manages as a means of obtaining and enhancing the profitability of
its leases or management contracts. For many of these same purposes, the Company
may make or guarantee loans to hotel owners for renovations, acquisitions,
conversions, or working capital, among other things. Such loans or loan
guarantees are typically nonrecourse other than to the hotel property and if
secured, are subordinate. The Company may make Investments in hotels in a
variety of forms, including through partnerships, corporations and limited
liability companies, which typically are minority and illiquid positions.  As a
result of the Red Lion Acquisition, the Company will now be required to invest
substantially in the renovation and general upkeep of its owned hotels and the
hotels in which it has a controlling joint venture interest.  The Company may
also make guarantees of hotel performance to an owner, which guarantees normally
are limited in time or amount. The Company may also make payments directly to
the hotel owner, normally in consideration of special financial or other
accommodations to the Company in management contract terms and conditions, which
payments are capitalized and amortized. The Company believes that such
Investments better align its interests with those of the hotel owners and
provide a competitive advantage in acquiring and maintaining management of
hotels over management companies which do not make investments; however, such
Investments and commitments often are characterized by enhanced risk.
    

         Investments in joint venture arrangements to acquire or develop
additional hotels may, under certain circumstances, involve risks such as the
possibility that the co-venturer in an investment might become bankrupt, or
have economic or business interests or goals that are inconsistent with the
business interests or goals of the Company, or be in a position to take action
contrary to the instructions or requests of the Company or contrary to the
Company's policies or objectives.  Consequently, actions by a co-venturer might
result in subjecting hotels owned by the joint venture to additional risk.
Although the Company will seek to maintain sufficient control of any joint
venture to permit the Company's objectives to be achieved, it may be unable to
take action without the approval of its joint venture partners or its joint
venture partners could take actions binding on the joint venture without the
Company's consent.  Additionally, should a joint venture partner become
bankrupt, the Company could, in certain circumstances, become liable for such
partner's share of joint venture liabilities.

         In addition, each corporate subsidiary of the Company which serves as
a general partner will be liable for the obligations of the partnership or
joint venture it manages.  Although the Company believes that it is not
responsible for the liabilities of these subsidiaries, no assurance can be
given that the Company would not be found liable for its subsidiaries'
obligations nor that it would not be required to pay substantial sums to
satisfy its subsidiaries' obligations.




                                       7
<PAGE>   9
RISKS ASSOCIATED WITH NEW CONSTRUCTION

   
         The Company, through its owned hotels and the hotels in which it has a
controlling joint venture or partnership interest, is involved in the
construction or renovations of certain hotels.  Any construction project entails
significant construction risks, including cost overruns, shortages of materials
or skilled labor, labor disputes, unforeseen environmental or engineering
problems, work stoppages, fire and other natural disasters, construction
scheduling problems and weather interferences, any of which, if they occurred
could delay construction or result in a substantial increase in costs of the
construction of new hotels.
    

   
         The opening of newly constructed hotels is contingent upon, among other
things, receipt of all required licenses, permits and authorizations. The scope
of the approvals required for a new hotel is extensive, including, without
limitation, state and local land-use permits, building and zoning permits,
health and safety permits and liquor licenses.  In addition, unexpected changes
or concessions required by local, regulatory and state authorities could involve
significant additional costs and could delay or prevent the completion of
construction or the opening of a new hotel.  There can be no assurance that the
necessary permits, licenses and approvals for the construction and operation of
the new hotels will be obtained, or that such permits, licenses and approvals
will be obtained within the anticipated time frame.
    


RISKS ASSOCIATED WITH THE LODGING INDUSTRY

         The lodging industry may be adversely affected by changes in economic
conditions, changes in local market conditions, oversupply of hotel space, a
reduction in demand for hotel space in an area, changes in travel patterns,
extreme weather conditions, changes in governmental regulations that influence
or determine wages, prices or construction costs, changes in interest rates,
the availability of financing for operating or capital needs, and changes in
real estate tax rates and other operating expenses.  Room supply and demand
historically have been sensitive to shifts in GNP growth, which has resulted in
cyclical changes in average daily room and occupancy rates.  Overbuilding in
the industry in the mid and late 1980s, when approximately 500,000 rooms were
added, resulted in an oversupply of rooms.  This oversupply and the general
downturn in the economy led to depressed industry performance and a lack of
capital available to the industry in the late 1980s and early 1990s.  Due in
part to the strong correlation between the lodging industry's performance and
economic conditions, the lodging industry is subject to cyclical changes in
revenues.


FLUCTUATIONS IN OPERATING RESULTS

         The lodging industry is seasonal in nature with the second and third
quarters generally accounting for a greater portion of annual revenues than the
first and fourth quarters.  Quarterly earnings may be adversely affected by
events beyond the Company's control such as poor weather conditions, economic
factors and other considerations affecting travel.  In addition, the loss of
one or several management contracts, leases or franchise agreements, the timing
of achieving incremental revenues from new contracts, leases or franchise
agreements and the realization of a gain or loss upon the sale of hotels in
which the Company has an equity interest may also adversely impact earnings
comparisons.




   
                                       8
    
<PAGE>   10
DEPENDENCE ON KEY EMPLOYEES

   
         The success of the Company is dependent in part upon its executive
officers, the loss of whose services could have a material adverse effect on
the Company's business and future obligations.  The Company has entered into an
agreement with Mr. Richard M. Kelleher, President and Chief Executive Officer
of the Company and DHC providing for certain payments upon severance.  The
Company has not entered into other employment agreements with its executive
officers.
    

   
GOVERNMENT REGULATIONS
    

   
         The hotel industry is subject to numerous federal, state and local
government regulations, including those relating to the preparation and sale of
food and beverages (such as health and liquor license laws) and building and
zoning requirements.  Also, the Company and its customers are subject to laws
governing their relationships with employees, including minimum wage
requirements, overtime, working conditions and work permit requirements.  The
Company is also subject to federal regulations and certain state laws that
govern the offer and sale of franchises.  Many state franchise laws impose
substantive requirements on franchise agreements, including limitations on
noncompetition provisions and termination or nonrenewal of a franchise.  Some
states require that certain materials be approved before franchises can be
offered or sold in that state.  The failure to obtain or retain liquor licenses
or approvals to sell franchises, or an increase in the minimum wage rate,
employee benefit costs or other costs associated with employees, could adversely
affect the Company.  Under the Americans with Disabilities Act of 1990 (the
"ADA"), all public accommodations are required to meet certain federal
requirements related to access and use by disabled persons.  The Company
believes that the hotels that it owns or that are under its management are
substantially in compliance with these requirements; however, a determination
that such hotels are not in compliance with the ADA could result in the
imposition of fines, an award of damages to private litigants or significant
expense to the Company in bringing these hotels into compliance.  These and
other initiatives could adversely affect the Company as well as the hotel
industry in general.
    


ENVIRONMENTAL REGULATIONS

   
         Under various federal, state, and local environmental laws, ordinances
and regulations, a current or previous owner or operator of real property may
be liable for the costs of removal or remediation of hazardous or toxic
substances on, under or in such property.  Such laws often impose liability
whether or not the owner or operator knew of, or was responsible for, the
presence of such hazardous or toxic substances.  For example, liability may
arise as a result of the historical use of a site or from the migration of
contamination from adjacent or nearby properties.  Any such contamination or
liability may also reduce the value of the property.  In addition, certain
environmental laws and common law principles could be used to impose liability
for release of asbestos-containing materials ("ACMs") into the air, and third
parties may seek recovery from owners or operators of real properties for
personal injury associated with exposure to released ACMs.  Environmental laws
also may impose restrictions on the manner in which property may be used or
businesses may be operated, and these restrictions may require expenditures.
In connection with the ownership or operation of hotels, including
properties 
    

   
                                       9
    
<PAGE>   11
   
managed, leased or franchised by the Company, the Company may be
potentially liable for any such costs; there can be no assurance that there are
no environmental liabilities or claims of which the Company is unaware or that
the current condition of the Company's properties have not been or will not be
affected by the historical or current uses of such properties or the activities
in the vicinity of such properties or that liability resulting from
non-compliance or other claims relating to environmental matters will not have
a material adverse effect on the Company.
    

   
         Some of the Red Lion properties are on, adjacent to or near properties
that have contained in the past or currently contain underground storage tanks
and/or above-ground storage tanks used to store petroleum products or other
hazardous or toxic substances.  Monitoring wells have been installed at some of
these sites.  In addition, certain of the Red Lion properties are on, adjacent
to or near properties upon which others have engaged or may in the future engage
in activities that may release petroleum products or other hazardous or toxic
substances into the soil or groundwater.  One of the Red Lion hotels is located
on property that was used as a landfill.  The state agency responsible for
oversight of potentially contaminated properties has determined the leachate
from the landfill has contaminated groundwater, and the state agency has placed
the landfill on the list of sites where a release of hazardous substances
has been confirmed.  Although the state agency has not placed the landfill on
the list of sites requiring investigation or remediation, there can be no
assurance that the Company will not be required in the future to investigate or
remediate any contamination resulting from the landfill.
    

   
        Pursuant to the Partnership Lease, the Partnership and its affiliates
are indemnified for any matter arising by reason of or in connection with the
leasing, use, non-use, occupancy, management or operation of each of the Red
Lion Leased Hotels prior to or during the term of the Partnership Lease,
including violations of Environmental Laws, discharges, disposal or releases of
Hazardous Materials, presence of Hazardous Materials, including any which are
the result of off-site migration onto the Red Lion Leased Hotels, and certain
exposures to Hazardous Materials (as such terms are defined in the Partnership
Lease) which exist at or are released from any of the Red Lion Leased Hotels
prior to or during the term of the Partnership Lease.  Such indemnities will
survive the termination of the Partnership Lease.  In addition, the Partnership
and its affiliates are indemnified by Red Lion from and against any and all
liabilities, costs, losses and damages (including, without limitation, interest,
penalties and costs of mitigation) incurred in connection with any environmental
laws arising out of any event or condition relating to the assets, liabilities
and businesses contributed by the Partnership in the formation of Red Lion.
Pursuant to a partnership services agreement, Doubletree has agreed to guarantee
Red Lion's indemnity obligation to the Partnership following the effective time
of the Red Lion Acquisition.
    

         The Landlord has indemnified RFS Management against undisclosed
matters and certain environmental liabilities, other than liabilities caused by
RFS Management's acts or grossly negligent failures to act.  Based on
Doubletree's current assessment of expenses and actions which may be required,
Doubletree does not believe its liability (if any) with respect to
environmental matters, individually or in the aggregate, will be material to
its financial condition, results of operations, or liquidity.  However, because
of uncertainties associated with environmental assessment, remediation and
liability determination, no assurance can be given that Doubletree will not
incur material environmental expense in the future.


POTENTIAL CONFLICTS OF INTEREST

         Certain affiliates of the Company are parties to management contracts,
leases and franchise agreements and other business arrangements with the
Company.  These relationships, coupled with such 


                                       10
<PAGE>   12
   
parties' ownership of the Company's Common Stock and their representation on the
Company's Board of Directors, could give rise to conflicts of interest.  The
Company believes that its contracts with these persons are on terms no less
favorable to the Company than those that could have been obtained from
unaffiliated third parties. There can be no assurance that these parties will
continue to transact business with the Company or that they will not attempt to
utilize their ownership positions and contractual rights with the Company to
influence the terms on which they transact business with the Company in the
future.  The Company has a policy requiring any material transaction or
agreement with a related party be approved by a majority of the directors not
interested in such transaction or agreement.
    

SIGNIFICANT STOCKHOLDERS

   
         At March 1, 1997, GE Investment Management Incorporated ("GEIM") and
General Electric Pension Trust ("GEPT") (collectively, the "GEI Entities")
beneficially owned an aggregate of approximately 23.0% and the Partnership owned
approximately 9.8% of the total outstanding shares of Doubletree Common Stock.
In addition, two members of the Board of Directors of Doubletree are associated
with the GEI Entities, and Messrs.  Michelson and Gilhuly were designated to the
Company's Board by the Partnership. By virtue of their representation on the
Board of Directors of Doubletree and ownership of Doubletree Common Stock, such
significant stockholders can be expected to have substantial influence over the
Company.
    


ANTI-TAKEOVER PROVISIONS

         The Board of Directors of the Company has the authority to issue up to
5,000,000 shares of preferred stock and to fix the rights, preferences,
privileges and restrictions, including voting rights, of those shares, without
any further vote or action by the stockholders.  The rights of the holders of
the Company's Common Stock will be subject to, and may be adversely affected
by, the rights of the holders of any preferred stock that may be issued in the
future.  The issuance of preferred stock could have the effect of entrenching
the Company's Board of Directors and making it more difficult for a third party
to acquire a majority of the outstanding voting stock of the Company.  The
Company currently has no plans to issue shares of preferred stock.  In
addition, the provision in the certificate of incorporation of the Company
which requires the vote of at least 80% of the outstanding shares of the
Company's Common Stock for certain amendments to the certificate of
incorporation could hinder a third party's ability to acquire control of the
Company.


PRICE VOLATILITY

         The market price of the Company's Common Stock could be subject to
significant fluctuations in response to variations in quarterly operating
results and other factors.  In addition, the securities markets have
experienced significant price and volume fluctuations from time to time in
recent years that have often been unrelated or disproportionate to the
operating performance of particular companies.  These broad fluctuations may
adversely affect the market price of the Company's Common Stock.


                                       11
<PAGE>   13
                            THE SELLING STOCKHOLDERS

         In February 1996, Doubletree significantly expanded its portfolio of
non-Doubletree brand hotels with the acquisition of RFS Management.  In
consideration for the purchase of their equity interests in RFS Management by
the Company, the Selling Stockholders received their Shares in the Company.  In
connection with such purchase, the Company agreed to file a registration
statement with the Commission covering the Shares issued to each Selling
Stockholder and to indemnify each Selling Stockholder against claims made
against them arising out of, among other things, statements made in such
registration statement.  The Company has agreed to cause this registration
statement to remain effective until April 29, 1997.

         The following table provides certain information with respect to the
Shares held and to be offered under this Prospectus from time to time by each
Selling Stockholder.  Because the Selling Stockholders may sell all or part of
their Shares pursuant to this Prospectus, and this offering is not being
underwritten on a firm commitment basis, no estimate can be given as to the
number and percentage of shares of Common Stock that will be held by each
Selling Stockholder upon termination of this Offering.  See "Plan of
Distribution."
   
<TABLE>
<CAPTION>
                                    Number of Shares               Number of Shares
        Name                     Owned Prior to Offering            Being Offered 
        ----                     -----------------------            --------------
<S>                                    <C>                             <C>
William S. Solmson                        12,671                        12,671
Richard T. Gadomski                       24,355                        24,355
Edward Goldstein                          12,671                        12,671
James Gordon                               2,815                         2,815
Morris Kriger                             12,740                        12,740
Robert Nance                              12,671                        12,671
Melville J. Seessel                       25,342                        25,342
Harry B. Solmson                          13,400                        13,400
Thomas J. Ricketts                         4,224                         4,224
Robert W. Newman                          23,933                        23,933
John M. Whitaker                          23,933                        23,933
H. Lance Forsdick, Jr.                     5,631                         5,631
Michael J. Pascal                         16,932                        16,932
Raymond Terry, III                        19,748                        19,748
Robert M. Solmson                        442,073                       225,000
Jackie Solmson                            22,526                        15,000
Kimberly Solmson                          21,155                        15,000
Todd Solmson                              21,155                        15,000
H. Lance Forsdick, Sr.                   512,465                       360,000
J. William Lovelace                       14,116                        14,116
Beth Hunt                                 11,085                         4,997
Larry Russell                             11,085                         4,997
Tom Reid                                  11,085                         4,997
                                       ---------                       -------
        Total                          1,277,811                       870,173
                                       =========                       =======
</TABLE>
    


                                       12
<PAGE>   14

   
         Each of the foregoing Selling Stockholders was a stockholder of RFS
Management prior to the Company's acquisition of RFS Management.  In addition,
Raymond Terry, III is the President of RFS Management, Tom Reid is the Vice
President of RFS Management and Lawrence A. Russell is the Secretary of RFS
Management.  RFS Management is a wholly-owned subsidiary of the Company.  Robert
M. Solmson, Morris Kriger and H. Lance Forsdick, Sr. were officers and directors
of RFS Management prior to the Company's acquisition of RFS Management.  None of
the other Selling Stockholders is an officer or director of RFS Management or
the Company. Except as otherwise noted above, the Company is unaware of any
material relationship between any of the Selling Stockholders and the Company in
the past three years other than as a result of the ownership of the Shares and
the acquisition of RFS Management.
    


                              PLAN OF DISTRIBUTION

   
         The Selling Stockholders or their pledges, donees, transferees or other
successors in interest may offer Shares from time to time, but may not offer
Shares after April 29, 1997 pursuant to this shelf Registration Statement,
depending on market conditions and other factors, in one or more transactions on
the Nasdaq National Market or other national securities exchanges on which the
Shares are traded, in the over the counter market or otherwise, at market prices
prevailing at the time of sale, at negotiated prices or at fixed prices.  The
Shares may be offered in any manner permitted by law, including through
underwriters, brokers, dealers or agents, and directly to one or more
purchasers.  Sales of Shares may involve (i) sales to underwriters who will
acquire Shares for their own account and resell them in one or more transactions
at fixed prices or at varying prices determined at time of sale, (ii) block
transactions in which the broker or dealer so engaged will attempt to sell the
Shares as agent but may position and resell a portion of the block as principal
to facilitate the transaction, (iii) purchases by a broker or dealer as
principal and resale by such broker or dealer for its account, (iv) an exchange
distribution in accordance with the rules of any such exchange and (v) ordinary
brokerage transactions and transactions in which a broker solicits purchasers.
Brokers and dealers may receive compensation in the form of underwriting
discounts, concessions or commissions from the Selling Stockholders and/or
purchasers of Shares for whom they may act as agent (which compensation may be
in excess of customary commissions).  The Selling Stockholders and any broker or
dealer that participates in the distribution of Shares may be deemed to be
underwriters and any commissions received by them and any profit on the resale
of Shares positioned by a broker or dealer may be deemed to be underwriting
discounts and commissions under the Securities Act.  In the event the Selling
Stockholders engage an underwriter in connection with the sale of the Shares, to
the extent required, a Prospectus Supplement will be distributed, which will set
forth the number of Shares being offered and the terms of the offering,
including the names of the underwriters, any discounts, commissions and other
items constituting compensation to underwriters, dealers or agents, the public
offering price and any discounts, commissions or concessions allowed or
reallowed or paid by underwriters to dealers.
    

         In addition, the Selling Stockholders may from time to time sell
shares in transactions under Rule 144 promulgated under the Securities Act.

         Pursuant to the Second Amendment to the Incorporation and Registration
Rights Agreement, dated as of February 27, 1996, as amended, by and between the
Company and certain stockholders of the Company, the Company will pay
substantially all registration expenses in connection with the Shares upon the
written request of the Selling Stockholders, and the Selling Stockholders will
pay (i) any fees or disbursements of counsel to the Selling Stockholders and
(ii) all underwriting discounts and commissions and transfer taxes, if any, and
other fees, costs and expenses of the Selling Stockholders relating to the sale
or disposition of the Selling Stockholders' Shares.  The Company has agreed to
indemnify the


                                       13
<PAGE>   15
Selling Stockholders and any other person who sells Shares pursuant to this
Prospectus, and any officer, director or agent of such person, against certain
civil liabilities, including liabilities under the Securities Act.


                                 LEGAL MATTERS

         The validity of the Shares offered hereby will be passed upon for the
Company by Latham & Watkins, San Francisco, California.


                                    EXPERTS

         The consolidated financial statements and schedule of Doubletree
Corporation and subsidiaries, as of December 31, 1995 and 1996, and for each of
the years in the three-year period ended December 31, 1996, incorporated by
reference herein and in the Registration Statement have been incorporated by
reference herein and in the Registration Statement in reliance upon the reports
of KPMG Peat Marwick LLP, independent certified public accountants,
incorporated by reference herein, and upon the authority of said firm as
experts in accounting and auditing.


                                       14
<PAGE>   16
===============================================================================

NO DEALER, SALES PERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS IN CONNECTION WITH THE OFFERING HEREIN CONTAINED,
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE SELLING STOCKHOLDERS. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER
TO BUY, THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION  WHERE, OR TO ANY
PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREAFTER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATIONS THAT THE INFORMATION CONTAINED HEREIN IS
CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE HEREOF.
                                                    
                             ---------------------

                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                       Page
                                                                       ----
<S>                                                                     <C>
Available Information . . . . . . . . . . . . . . . . . . . . . . .     2
Incorporation of Certain Information by Reference . . . . . . . . .     2
Forward-Looking Statements  . . . . . . . . . . . . . . . . . . . .     3
The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . .     3
Risk Factors  . . . . . . . . . . . . . . . . . . . . . . . . . . .     3
The Selling Stockholders  . . . . . . . . . . . . . . . . . . . . .     12
Plan of Distribution  . . . . . . . . . . . . . . . . . . . . . . .     13
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . .     14
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     14
</TABLE>


                             ---------------------

==============================================================================



                                 870,173 SHARES



                             DOUBLETREE CORPORATION


                                  COMMON STOCK



                             ---------------------
                                   PROSPECTUS
                             ---------------------




                                March ___, 1997



===============================================================================

                                       15
<PAGE>   17
                                    PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The expenses relating to the registration of the Shares will be borne by the
Company.  Such expenses are set forth in the table below.  All amounts are
estimates except the Securities Act registration fee.

<TABLE>
     <S>                                                           <C>
     Securities Act Registration Fee  . . . . . . . . . . . . .    $ 9,743
     Legal Fees and Expenses (other than Blue Sky)  . . . . . .     20,000
     Accounting Fees and Expenses . . . . . . . . . . . . . . .      2,500
     Blue Sky Fees and Expenses . . . . . . . . . . . . . . . .      2,000
     Miscellaneous  . . . . . . . . . . . . . . . . . . . . . .      1,885
     Total  . . . . . . . . . . . . . . . . . . . . . . . . . .    $36,128
                                                                   =======
</TABLE>

ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Company's Certificate of Incorporation provides that to the
fullest extent permitted by the Delaware General Corporation Law ("Delaware
law"), a director of the Company shall not be liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director.
Under current Delaware Law, liability of a director may not be limited (i) for
any breach of the director's duty of loyalty to the Company or its
stockholders, (ii) for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law, (iii) in respect of
certain unlawful dividend payments or stock redemptions or repurchases and (iv)
for any transaction from which the director derives an improper personal
benefit.  The effect of the provision of the Company's Certificate of
Incorporation is to eliminate the rights of the Company and its stockholders
(through stockholders' derivative suits on behalf of the Company) to recover
monetary damages against a director for breach of the fiduciary duty of care as
a director (including breaches resulting from negligent or grossly negligent
behavior) except in the situations described in clauses (i) through (iv) above.
This provision does not limit or eliminate the rights of the Company or any
stockholder to seek nonmonetary relief such as an injunction or rescission in
the event of a breach of a director's duty of care.  In addition, the Company's
Certificate of Incorporation provides that the Company shall indemnify its
directors, officers, employees and agents against losses incurred by any such
person by reason of the fact that such person was acting in such capacity.

         In addition, the Company has entered into agreements (the
"Indemnification Agreements") with each of the directors and officers of the
Company pursuant to which the Company has agreed to indemnify such director or
officer from claims, liabilities, damages, expenses, losses, costs, penalties
or amounts paid in settlement incurred by such director or officer and arising
out of his or her capacity as a director, officer, employee and/or agent of the
corporation of which he or she is a director or officer to the maximum extent
provided by applicable law.  In addition, such director or officer will be
entitled to an advance of expenses to the maximum extent authorized or
permitted by law to meet the obligations indemnified against.  The
Indemnification Agreements also obligate the Company to purchase and maintain
insurance for the benefit and on behalf of its directors and officers insuring
against all liabilities that may be incurred by such director or officer in or
arising out of his or her capacity as a director, officer, employee and/or
agent of the Company.

         To the extent that the Board of Directors or the stockholders of the
Company may in the future wish to limit or repeal the ability of the Company to
indemnify directors, such repeal or limitation may


                                      II-1
<PAGE>   18
not be effective as to directors and officers who are currently parties to the
Indemnification Agreements, because their rights to full protection are
contractually assured by the Indemnification Agreements.  It is anticipated
that similar contracts may be entered into, from time to time, with future
directors of the Company.

ITEM 16.  EXHIBITS.

         The following documents are filed as part of this Registration
Statement.

   
<TABLE>
<CAPTION>
EXHIBIT NUMBER                                             DESCRIPTION
--------------                                             -----------
     <S>              <C>
      3.1             Certificate of Incorporation of Doubletree Corporation (Previously filed by the
                      Registrant in Registration Statement No. 33-79188 and incorporated herein by
                      reference).

      3.2             By-Laws of Doubletree Corporation (Previously filed by the Registrant in
                      Registration Statement No. 33-79188 and incorporated herein by reference).

      3.3             First Amendment of By-Laws of Doubletree Corporation, dated as of June 30, 1994
                      (Previously filed by the Registrant in it Annual Report on Form 10-K for the year
                      ended December 31, 1994 and incorporated herein by reference).

      5.1*            Opinion of Latham & Watkins.

     23.1*            Consent of Latham & Watkins (included in its opinion filed as Exhibit 5.1).

     23.2             Consent of KPMG Peat Marwick LLP.

     24.1*            Powers of Attorney.
</TABLE>
    

   
          * Previously filed.
    

ITEM 17.  UNDERTAKINGS.

(a)       The undersigned registrant hereby undertakes:

          (1)     To file, during any period in which offers or sales are being
                  made, a post-effective amendment to this registration
                  statement:

                  (i)      To include any prospectus required by Section
          10(a)(3) of the Securities Act of 1933;

                  (ii)     To reflect in the prospectus any facts or events
          arising after the effective date of the registration statement (or
          most recent post-effective amendment thereof) which, individually or
          in the aggregate, represent a fundamental change in the information
          set forth in the registration statement;


                                      II-2
<PAGE>   19
                  (iii)    To include any material information with respect to
          the plan of distribution not previously discussed in the registration
          statement or any material change to such information in the
          registration statement.

                  Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a post- effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in
the registration statement.

          (2)     That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

          (3)     To remove from registration, by means of a post-effective
amendment, any of the securities being registered which remain unsold at the
termination of the offering.

(b)       The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

(c)       Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act, and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer, or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered hereunder, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.



                                      II-3
<PAGE>   20
                                   SIGNATURES

   
         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Amendment
No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Phoenix, State of
Arizona, on the 28th day of March, 1997.
    

                                      DOUBLETREE CORPORATION
                                      a Delaware corporation



                                      By:  /s/ RICHARD M. KELLEHER
                                           -------------------------------------
                                           Richard M. Kelleher
                                           President and Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

   
<TABLE>
<CAPTION>
          Signature                            Title                    Date
          ---------                            -----                    ----
  <S>                              <C>                             <C>
              *                      Co-Chairman of the Board      March 28, 1997
 -----------------------------             and Director
      Richard J. Ferris                    

              *                      Co-Chairman of the Board      March 28, 1997
 -----------------------------             and Director
     Peter V. Ueberroth                    

   /s/ RICHARD M. KELLEHER                  President,             March 28, 1997
 -----------------------------        Chief Executive Officer
     Richard M. Kelleher                   and Director
                                   (Principal Executive Officer)
                                   

   /s/ WILLIAM L. PEROCCHI           Executive Vice President,     March 28, 1997
 -----------------------------        Chief Financial Officer
     William L. Perocchi                   and Treasurer
                                     (Principal Financial and
                                        Accounting Officer)

              *                              Director              March 28, 1997
 -----------------------------
       William R. Fatt

              *                              Director              March 28, 1997
 -----------------------------
        Dale F. Frey
</TABLE>
    


                                      II-4
<PAGE>   21
   
<TABLE>
<S>                             <C>                <C>
            *                   Director           March 28, 1997
---------------------------
     Ronald K. Gamey

            *                   Director           March 28, 1997
---------------------------
    Edward A. Gilhuly

            *                   Director           March 28, 1997
---------------------------
   Norman B. Leventhal

            *                   Director           March 28, 1997
---------------------------
  Michael W. Michelson

            *                   Director           March 28, 1997
---------------------------
      John H. Myers

*By  /s/ DAVID L. STIVERS
     ----------------------
     David L. Stivers
     Attorney-in-Fact
</TABLE>
    



                                      II-5
<PAGE>   22
                                 EXHIBIT INDEX
   
<TABLE>
<CAPTION>
EXHIBIT
NUMBER                                   DESCRIPTION
------                                   -----------
 <S>      <C>
  3.1     Certificate of Incorporation of Doubletree Corporation (Previously filed by
          the Registrant in Registration Statement No. 33-79188 and incorporated herein
          by reference).

  3.2     By-Laws of Doubletree Corporation (Previously filed by the Registrant in
          Registration Statement No. 33-79188 and incorporated herein by reference).

  3.3     First Amendment of By-Laws of Doubletree Corporation, dated as of June 30,
          1994 (Previously filed by the Registrant in it Annual Report on Form 10-K for
          the year ended December 31, 1994 and incorporated herein by reference).

  5.1*    Opinion of Latham & Watkins.

 23.1*    Consent of Latham & Watkins (included in its opinion filed as Exhibit 5.1).

 23.2     Consent of KPMG Peat Marwick LLP.

 24.1*    Powers of Attorney.
</TABLE>
    

   
     * Previously filed.
    


                                      II-6