SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE
Mail Stop 3010
October 23, 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
Amendments No. 3 and No. 4 to Registration Statement on Form S-1
Filed October 19, 2009 File No. 333-161068

Dear Mr.  Hoplamazian:

We have reviewed your filings 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 provide us with supplemental information so we may better understand your disclosure.  Af ter reviewing this information, we may or
may not 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 on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Prospectus Summary, page 1

1. We note that you have revised your offering from the initial fili ng so that it is
primarily a secondary offering of the shares held in benefit for the Pritzker family
members.  Please revise your prospectus  summary to provide a subsection that
describes that the selling stoc kholders are trusts for the benefit of the Pritzker family
members.

Mark S. Hoplamazian
Hyatt Hotels Corporation
October 23, 2009 Page 2  Recent Developments, page 7

2. We note that you have included preliminary results for the period ended September
30, 2009.  While the Staff has not historically objected to the inclusion of preliminary quarterly results, the company should only pr esent such preliminary quarterly results
when the company has materially completed a ll steps necessary to arrive at the actual
results.  If you believe that your actual re sults may be materially different than the
preliminary results, then the preliminary results s hould be removed from the
prospectus.  Alternativel y, please remove your statem ents that “Our actual
consolidated revenues and Re vPAR for the nine months and three months ended
September 30, 2009 may differ from our es timated ranges. These preliminary
estimates are not necessarily indicative of our results for the full year.”
3. To the extent that you include actual results for the period ended September 30, 2009 in the prospectus prior to the effective date, please disclose in this section the differences between the preliminary results disclosed in this Amendment No. 4 and the actual results.
4. We note your projection of revenue for the three and nine months ended September
30, 2009.  To the extent that you disclose projected revenue, please also present a
measure of projected income (loss) such as net income (loss) or earnings (loss) per
share to give investors a more balanced pi cture of projected results.  Refer to Item
10(b)(2) of Regulation S-K.

Summary Consolidated Fi nancial Data, page 12

5. You disclose in footnote 7 to the table on pa ge 15 that each increase or decrease of
1.0 million shares in the number of shares to be sold pursuant to the underwriters’
option to purchase additional shares woul d increase or decrease the “as further
adjusted with over-allotment” cash and cas h equivalents, total assets and total
stockholders’ equity by approximately $23.2 million, assuming an initial public
offering price of $24.50 per share.  Pleas e explain why you have disclosed the
financial impact if the underw riters were to purchase an additional one million shares,
as the amounts in the table appear to disc lose the maximum amount to be purchased
by the underwriters.  Please revise, if app licable, including the disclosure on pages
16, 48, 50, and 55.

A significant number of shar es of our Class A common stock . . . ., page 41
6. Please separate the discussion of the risk s associated with th e registration rights
agreements into a separate risk factor with  a separate subheading.  Please also revise
this new risk factor to highlight the percen tage of your outstanding shares that will be
subject to registration rights upon co mpletion of this offering.

Mark S. Hoplamazian
Hyatt Hotels Corporation
October 23, 2009 Page 3  Capitalization, page 49

7. We note that retained earnings reflected in  the column “as further adjusted without
over-allotment” on page 50 appears to include  a charge of $8 million of offering costs
based on your explanation in footnote (6) on page 16.  We also note that you have not
included the $8 million of offering costs agains t retained earnings in the column “as
further adjusted with over-allotment” on page 50.  Please advise us why the issuance of shares to your underwriter would cause an $8 million increase in retained earnings
and tell us your basis for the difference in accounting treatment of the costs.  In your
response, please discuss the costs incurred on behalf of the selling stockholders.
Furthermore, it appears that you (the co mpany versus the selling shareholders)
originally planned to issue shares to the public, but ultimately changed your plan.
Please discuss this change and the related costs.
 Registration Rights, page 200

8. Please revise your disclosure of the regist ration rights agreements to explain how the
registration rights apply to  your two classes of stock, Class A common stock and
Class B common stock.  If the registra tion rights agreements would permit the
registration of your Class B common stock, please revise your disclosure to clearly
state this and expand your risk factor disclosu re to highlight any associated risks.
 Exhibits

9. We note that you have not yet filed your Amended and Restated Agreement Relating
to Stock as Exhibit 99.3.  Please file this Agreement prior to requesting effectiveness
of your registration statement.

* * * * *

As appropriate, please amend your filing in response to these comments.  You
may wish to provide us with marked copies of the amendment to e xpedite our review.
Please furnish a cover letter with your amendment that ke ys your responses to our
comments and provides any requested supplemen tal information.  Detailed cover letters
greatly facilitate our review.  Please understand that we may have additional comments
after reviewing your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an info rmed decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

Mark S. Hoplamazian
Hyatt Hotels Corporation
October 23, 2009 Page 4
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, acting 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 this action as a defense in any proceeding initiated by the Commission or any pers on under the federal s ecurities 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 a confirmation of th e fact that those reque sting 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
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.

Mark S. Hoplamazian
Hyatt Hotels Corporation October 23, 2009 Page 5
You may contact Kristi Ma rrone at (202) 551-3429 or Dan Gordon, Branch Chief,
at (202) 551-3486 if you have questions rega rding comments on the financial statements
and related matters. Please contact Adam F.  Turk at (202) 551-3657 or me at (202) 551-
3655 with any other questions.

        S i n c e r e l y ,              S o n i a  G u p t a  B a r r o s
Special Counsel
 cc: Michael A. Pucker, Esq.  Cathy A. Birkeland, Esq.
 Latham & Watkins LLP
 Via Facsimile:  (312) 993-9767