EXHIBIT 11

HILTON HOTELS CORPORATION AND SUBSIDIARIES
Computation of Earnings Per Share

			1999			2000		2001
Basic
	Income (in millions)
		Before cumulative effect of accounting change	$	176		$	272	$	166
		Cumulative effect of accounting change		(2	)		—		—
		Net income	$	174		$	272	$	166
	Shares
		Weighted average common shares		266,433,000			368,429,000		369,026,000
	Basic earnings per common share
		Before cumulative effect of accounting change	$	0.66		$	0.74	$	0.45
		Cumulative effect of accounting change		(0.01	)		—		—
		Net income	$	0.65		$	0.74	$	0.45
Diluted
	Income (in millions)
		Before cumulative effect of accounting change	$	176		$	272	$	166
		Add after tax interest applicable to 5% convertible notes		15			15		15
		Before cumulative effect of accounting change, as adjusted		191			287		181
		Cumulative effect of accounting change		(2	)		—		—
		Net income	$	189		$	287	$	181
	Shares
		Weighted average common shares — basic		266,433,000			368,429,000		369,026,000
		Assuming conversion of 5% convertible notes		22,558,000			22,558,000		22,556,000
		Dilutive effect of assumed option exercises (as determined by the application of the treasury stock method)		1,204,000			646,000		2,308,000
		Common and common equivalent shares as adjusted		290,195,000			391,633,000		393,890,000
	Diluted earnings per common share
		Before cumulative effect of accounting change	$	0.66		$	0.73	$	0.46	(1)
		Cumulative effect of accounting change		(0.01	)		—		—
		Net income	$	0.65		$	0.73	$	0.46	(1)

(1)

This calculation is submitted in accordance with Regulation S-K item 601(b)(11) although it is contrary to paragraph 13 of Statement of Financial Accounting Standards No. 128 because it produces an anti-dilutive result in the 2001 period.