SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

  Mail Stop 3010

October 14, 2009
 Mark S. Hoplamazian  President and Chief Executive Officer  Hyatt Hotels Corporation  71 South Wacker Drive, 12th Floor  Chicago, Illinois 60606
Re: Hyatt Hotels Corporation
Amendment No. 2 to Registrati on Statement on Form S-1
Filed October 1, 2009
  File No. 333-161068

Dear Mr. Hoplamazian:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

General

1. We note that there are still many blanks in  the registration statement.  Please fill
in the blanks in your next amendment.
Risk Factors, page 16
Disputes among Pritzker family member s and among Pritzker family …, page 38
2. You disclose that recently disputes ar ose between and among certain Pritzker
family members and the trustees of the trust with respect to, among other things,

Mark S. Hoplamazian
Hyatt Hotels Corporation October 14, 2009 Page 2
your dual class structure.  Please also disc lose the main issue regarding your dual
class structure that caused disputes.  Additionally, please disclose any other
significant causes of the disputes.
3. Please also disclose how the disputes ha ve been resolved, how the stockholder
agreements have changed and the impact  the resolution and changes have on the
company and other stockholders.  For exam ple, we note that it appears that the
threshold for permitted sales was increased.
A significant number of shares  of our Class A common stoc k could be sold into the
market . . . ., page 40
4. To the extent that any of your securitie s will be subject to registration rights,
please consider expanding this risk factor  or adding a new risk factor to discuss
the risks associated to stockholders and the company.
Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 53
Overview, page 53
5. We note your response to our prior comme nt 1.  Please provide a more robust
explanation of the relativ e advantages you have disclosed.  Please explain why
“growth in the number of management and franchise agreements and earnings therefrom typically results in  higher overall returns on invested capital.”  Please
also explain why the relatively high fixed- cost structure of owned hotel properties
positions you well for periods of increasing demand and may lead to higher
earnings growth.  Please also  disclose the major disa dvantages of management
and franchising of third-pa rty owned properties.
Compensation Discussion and Analysis, page 129

Key Elements of Total Rewards in 2008, page 131
Annual Incentive, page 132
6. We note your revised disclosure in whic h you discuss chain-level revenues, chain-
level gross operating profit, segment Performance EBITDA and RevPAR Index.
Please explain these concepts in clear, plain language.  For example, please
specifically discuss what a chain is, wh at segment you are referring to and how
RevPAR Index differs from RevPAR Gr owth.  Please also disclose how you
calculated these figures to the extent  you have not already done so.
Principal and Selling Stockholders, page 184
7. In your next amendment, please fill in the missing information in this table.

Mark S. Hoplamazian
Hyatt Hotels Corporation October 14, 2009 Page 3
Additionally, please confirm that you w ill include this information in the
preliminary prospectus that you distribute to potential investors.  Please see Item
507 of Regulation S-K.
8. You disclose that pursuant to the te rms of the Amended and Restated Global
Hyatt Agreement, the co-trustees of the U.S.  situs trusts have ag reed to distribute
Hyatt stock that is not sold in the offeri ng from such trusts as soon as practicable
following the date of effectiveness of th e registration statement, subject to the
180-day lock-up period agreed to with the underwriters.  Considering this fact and
the large number of shares  held by the U.S. situs trusts, please describe any
arrangements known to you, including any pledge by any person of your
securities, the operati on of which may at a subsequent  date result in a change in
control.  Please see Item 403(c) of Regulation S-K.
9. Please also disclose to whom the stock ma y be distributed.  For example, if the
adult beneficiaries may distribute to unaffiliated third parties, please describe and consider adding a risk factor to disc lose that 70.9% of the outstanding common
stock controlled by the Pritzker’s may be distributed to other persons upon
expiration of the lock-up period.  Any a dditional risk factor  should disclose
potential risks to stockholde rs of this arrangement.  For example, disclose the
potential for a change of control, the imp act a large distributio n of shares could
have on the stock price and any other potenti ally material adverse consequences.
Legal Opinion

10. Please have counsel confirm to us in writing that it concurs with our
understanding that the reference and limita tion to “General Corporation Law of
the State of Delaware” includes the statut ory provisions and also all applicable
provisions of the Delaware Constitu tion and reported ju dicial decisions
interpreting these laws.  Please file  counsel’s written confirmation as
correspondence on the EDGAR system.
11. Please revise the legal opinion to rem ove the reference to  “by all necessary
corporate action of the Company” that follows duly authorized.
12. We note the penultimate paragraph deal s with notice requirements regarding
uncertified shares provided in the DGCL.  Please explain to us why this is needed
as part of the legal opinion or have your counsel remove it from the legal opinion.
13. We note the statement in the last paragraph that the opi nion is for your benefit and
may be relied upon by you and “by persons ent itled to rely upon it pursuant to the
applicable provisions of the Act.”  This  last phrase is unclear.  Investors are
entitled to rely on opinions f iled as exhibits to the registration statement.  Please
provide a revised opinion that  clarifies that investors are entitled to rely on this
legal opinion.

Mark S. Hoplamazian
Hyatt Hotels Corporation October 14, 2009 Page 4  Exhibits

14. Please file all remaining exhibits prio r to requesting effectiveness of the
registration statement.
As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us w ith marked copies of the amendment to
expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the
time of such request , acknowledging that:
• should the Commission or the staff, acti ng pursuant to delegated authority,
declare the filing effective, it does no t foreclose the Commission from taking
any action with respect to the filing;
• the action of the Commission or the st aff, acting pursuant to delegated
authority, in declaring the filing effective, does not relieve the company from
its full responsibility for the adequacy and accuracy of the disclosure in the
filing; and
• the company may not assert staff comments and the declaration of
effectiveness as a defense in any pr oceeding initiated by the Commission or
any person under the federal securities laws of the United States.
 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the

Mark S. Hoplamazian
Hyatt Hotels Corporation October 14, 2009 Page 5  securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.
You may contact Kristi Ma rrone at 202-551-3429 or Da n Gordon, Branch Chief,
at 202-551-3486 if you have questions regardin g comments on the financial statements
and related matters.  Please contact Phil Rothenberg at 202-551- 3466 or me at 202-551-
3655 with any other questions.

     S i n c e r e l y ,
Sonia Gupta Barros Special Counsel
 cc: Michael A. Pucker, Esq.
 Cathy A. Birkeland, Esq.