________________________________________________________________________________

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule TO

(Rule 14d-100)

TENDER OFFER STATEMENT

UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

Westin Hotels Limited Partnership

(Name of Subject Company)

Starwood Hotels & Resorts Worldwide, Inc.

WHLP Acquisition LLC

(Names of Offerors)

UNITS OF LIMITED PARTNERSHIP INTEREST

(Title of Class of Securities)

960 377 109

(CUSIP Number of Class of Securities)

Kenneth S. Siegel, Esq.

Executive Vice President, General Counsel and Secretary

Starwood Hotels & Resorts Worldwide, Inc.

1111 Westchester Avenue

White Plains, NY 10604

(914) 640-8100

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

Copies to:

Thomas W. Christopher, Esq.

Kirkland & Ellis LLP

153 East 53rd Street

New York, New York 10022

(212) 446-4800

CALCULATION OF FILING FEE

Transaction Valuation:	Amount of Filing Fee:
$84,750,000*	$6,856.28**

  *  Estimated for purposes of calculating the amount of filing fee only. Transaction value was derived by multiplying 135,600 (the number of units of limited partnership interest of registrant outstanding as of October 15, 2003 according to the Schedule 14D-9 filed by the registrant with the Securities and Exchange Commission on October 16, 2003) by $625 (the purchase price per unit offered to be purchased).

**  Previously paid. The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities and Exchange Act of 1934, as amended, and Fee Advisory #11 for Fiscal Year 2003 issued by the Securities and Exchange Commission on February 21, 2003, equals 0.008090% of the transaction valuation.

o Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

     þ    Third-party tender offer subject to Rule 14d-1

     o    Issuer tender offer subject to Rule 13e-4.

     þ    Going-private transaction subject to Rule 13e-3.

     o    Amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:    o

SCHEDULE TO

      This Amendment No. 2 to the Tender Offer Statement on Schedule TO relates to an offer by WHLP Acquisition LLC (the “Purchaser”), a Delaware limited liability company and wholly owned subsidiary of Starwood Hotels & Resorts Worldwide, Inc., a Maryland corporation (“Starwood” and together with the Purchaser, the “Filing Persons”) for all of the outstanding units of limited partnership interest (the “Units”) of Westin Hotels Limited Partnership, a Delaware limited partnership (the “Partnership”), at a cash price of $625 per Unit, without interest, reduced by the amount of distributions per Unit, if any, declared or paid by the Partnership from October 1, 2003 until the date on which Purchaser purchases the Units tendered pursuant to the Offer to Purchase and Solicitation Statement, dated November 4, 2003, as it may be supplemented or amended from time to time (the “Offer to Purchase”), upon the terms of and subject to the conditions set forth in the Offer to Purchase and the related Agreement of Assignment and Transfer, as it may be supplemented or amended from time to time (the “Agreement of Assignment and Transfer,” which, together with the Offer to Purchase, constitutes the “Offer”). Because the Offer to Purchase is also serving as a solicitation statement relating to a consent solicitation by the Filing Persons, it has also been filed as part of the Definitive Proxy Statement filed on Schedule 14A by the Filing Persons. Because the tender offer is also a Rule 13e-3 transaction, this Schedule TO is also being filed on the date hereof in compliance with that rule.

      The information set forth in the Offer to Purchase, including all schedules and annexes thereto, and the Agreement of Assignment and Transfer is hereby incorporated by reference herein in answer to the items of the Schedule TO amended hereby.

Item 11.     Additional Information.

      (a) Agreements, Regulatory Requirements and Legal Proceedings. The information set forth in “SPECIAL FACTORS — Purpose of the Offer; Future Plans” and “THE TENDER OFFER — Certain Legal Matters; Required Regulatory Approvals” of the Offer to Purchase is incorporated herein by reference. On November 18, 2003, a complaint in a purported class action was filed in United States District Court for the Southern District of New York by Warren Heller and Ralph Silver against the Filing Persons, the general partner of the Partnership, Theodore W. Darnall and Alan M. Schnaid. The complaint alleges violations of Sections 14(a), 14(e) and 20 of the Securities Exchange Act of 1934, breach of fiduciary duty, breach of contract and intentional interference with contractual relations. The plaintiffs are seeking costs and compensatory, punitive and exemplary damages.

2

      After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

STARWOOD HOTELS & RESORTS

WORLDWIDE, INC.

By: /s/ KENNETH S. SIEGEL

          Name: Kenneth S. Siegel

          Title: Executive Vice President and General Counsel

          Date:  November 24, 2003

WHLP ACQUISITION LLC

By: /s/ KENNETH S. SIEGEL

          Name: Kenneth S. Siegel

          Title:  Vice President and Secretary

          Date:  November 24, 2003

3