HILTON HOTELS CORP
424B3, 1994-10-18
HOTELS & MOTELS
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Pricing Supplement Dated 10-11-94                                 Rule 424(b)(3)
(To Prospectus dated August 9, 1994 and                        File No. 33-35951
Prospectus Supplement dated August 9, 1994)

                           HILTON HOTELS CORPORATION
                    Medium-Term Notes, Series B - Fixed Rate

- --------------------------------------------------------------------------------
Principal Amount: $5,000,000                Interest Rate: 7.80%
                                            
Agent's Discount or Commission: $23,250     Original Issue Date: 10-18-94
                                            
Net Proceeds to Issuer: $4,976,750          Stated Maturity Date: 10-18-99
- --------------------------------------------------------------------------------

Interest Payment Dates:
Redemption:
[X]   The Notes cannot be redeemed prior to the Stated Maturity Date.
[ ]   The Notes may be redeemed prior to the Stated Maturity Date.
      Initial Redemption Date:
      Initial Redemption Percentage: ____%
      Annual Redemption Percentage Reduction:  _________% until Redemption
                                               Percentage is 100% of the 
                                               Principal Amount.
                                               
Repayment:
[X]   The Notes cannot be repaid prior to the Stated Maturity Date
[ ]   The Notes may be repaid prior to the Stated Maturity Date at the option
      of the holder of the Notes.
      Optional Repayment Date(s):
      Repayment Price: __________%


<TABLE>
<S>                                                      <C>
Currency:
      Specified Currency: US $                           Day Count Convention:
         (If other than U.S. dollars, see attached)       [ ] Actual/360 for the period from ____ to ____
      Minimum Denominations:                              [ ] Actual/Actual for the period from ____ to ____
         (Applicable only if Specified Currency is        [X] 30/360 for the period from 10-18-94 to 10-18-99
         other than U.S. dollars)                                

</TABLE>

Original Issue Discount:  [ ]  Yes   [X]  No
      Total Amount of OID:
      Yield to Maturity:
      Initial Accrual Period:

Form:    [X]  Book-Entry     [ ]  Certificated

Agent:   [X]  Merrill Lynch & Co.
         [ ]  Lehman Brothers Inc.
         [ ]  Lehman Government Securities, Inc.
         [ ]  Smith Barney Inc.
         [ ]  Other _________________________________

Agent acting in the capacity as indicated below:
         [ ]  Agent       [X]  Principal

If as principal:
         [X] The Notes are being offered at varying prices related to
             prevailing market prices at the time of resale.
         [ ] The Notes are being offered at a fixed initial public offering
             price of _____% of Principal Amount.

If as Agent:
      The Notes are being offered at a fixed initial public offering price of
_____% of Principal Amount.

Other Provisions:


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