SecProbe.io

November 2 6, 2013

Via E -mail
Kevin J. Jacobs
Executive Vice President and Chief Financial Officer
Hilton Worldwide Holdings Inc.
7930 Jones Branch Drive, Suite 1100
McLean, VA  22102

Re: Hilton Worldwide Holdings Inc.
 Amendment No. 2 to Form S -1
 Filed November 8, 2013
 File No. 333 -191110

Dear Mr. Jacobs:

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstanc es or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

Unaudited Pro Forma Condensed Consolidated Financial Information, page 49

1. On page 7, you disclose that you will redeem $96 million of debt on November 25, 2013.
On page 94, you disclose that you made an unscheduled, voluntary debt repayment of
$450 milli on on your secured mezzanine loans.  Please tell us how you determined it was
not necessary to record pro forma adjustments for these repayments and the related
impact on interest expense.

Management , page 1 31

Executive Compensation, page 139

2. We note your disclosure on page 147 that in connection with this offering, you also
expect that your executive officers will surrender their (1) Class A -2 Units and vested
Class B Units and receive in exchange vested shares of your common stock and (2)

Kevin J.  Jacobs
Hilton Worldwide Holdings Inc.
November 2 6, 2013
Page 2

 unvested Cl ass B Units and receive in exchange unvested shares of your restricted stock.
We further note your disclosure that the number of vested shares will be determined in a
manner intended to replicate the respective economic value associated with the Class A -2
Units and the Class B Units, as applicable, based upon the valuation derived from the
initial public offering price.  Please describe this exchange in greater detail, including the
assumed number and value of common stock to be received in exchange for th e Class A -
2 Units, the vested Class B Units and the unvested Class B Units granted to your named
executive officers or advise.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the f iling includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   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 ad equacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending regist ration statement please provide  a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant t o 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 effect iveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for accele ration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate  to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

Kevin J.  Jacobs
Hilton Worldwide Holdings Inc.
November 2 6, 2013
Page 3

 You may contact Jennifer Monick, Staff Accountant, at (202) 551 -3295  or Kevin Woody,
Accounting Branch Chief,  at (202) 551 -3629  if you have questions regarding comments on the
financial statements and related matters.  Please contact Sandra B. Hunter, Staff Attorney,  at
(202) 551 -3758 or me at (202) 551 -3233  with any other questions.

Sincerely,

 /s/ Tom Kluck

Tom Kluck
Legal Branch Chief
cc: Via E -mail
Joshua Ford Bonnie
 Simpson Thacher & Bartlett LLP

Kristin A. Campbell
 Hilton Worldwide Holdings Inc.