8-K

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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
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                                    FORM 8-K
                                 CURRENT REPORT

                       PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

        DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): April 11, 2002

                         COMMISSION FILE NUMBER: 1-7959

                    STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
             (Exact name of registrant as specified in its charter)

                                    MARYLAND
         (State or other jurisdiction of incorporation or organization)

                                   52-1193298
                      (I.R.S. employer identification no.)

                             1111 WESTCHESTER AVENUE
                          WHITE PLAINS, NEW YORK 10604
          (Address of principal executive offices, including zip code)

                                 (914) 640-8100
              (Registrant's telephone number, including area code)


                         COMMISSION FILE NUMBER: 1-6828

                            STARWOOD HOTELS & RESORTS
     (Exact name of registrant as specified in its organizational documents)

                                    MARYLAND
         (State or other jurisdiction of incorporation or organization)

                                   52-0901263
                      (I.R.S. employer identification no.)

                             1111 WESTCHESTER AVENUE
                          WHITE PLAINS, NEW YORK 10604
          (Address of principal executive offices, including zip code)

                                 (914) 640-8100
              (Registrant's telephone number, including area code)



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ITEM 5.  OTHER EVENTS.

       In a press release dated April 11, 2002, Starwood Hotels & Resorts
Worldwide, Inc. announced that it agreed to sell $1.5 billion of senior notes.
The press release is included as Exhibit 99.1 and is incorporated by reference
herein.

ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS

         (c) Exhibits

         99.1 Press release dated April 11, 2002 of Starwood Hotels & Resorts
              Worldwide, Inc.






























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                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
each Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

STARWOOD HOTELS & RESORTS                   STARWOOD HOTELS & RESORTS
                                             WORLDWIDE, INC.


By:  Kenneth S. Siegel                 By:  Kenneth S. Siegel
- -----------------------------          -----------------------------
Name:  Kenneth S. Siegel               Name:  Kenneth S. Siegel
Title: Vice President, General         Title: Executive Vice President,
       Counsel and Secretary                  General Counsel and Secretary

Dated: April 11, 2002

EX-99.1

                                                                    EXHIBIT 99.1

FOR IMMEDIATE RELEASE                           CONTACT:  David Matheson
                                                Starwood Hotels & Resorts
                                                (914) 640-5204



                    STARWOOD HOTELS & RESORTS AGREES TO SELL
                          $1.5 BILLION OF SENIOR NOTES


WHITE PLAINS, NY - April 11, 2002 - Starwood Hotels and Resorts Worldwide, Inc.
announced today that it agreed to sell $1.5 billion of senior notes in two
tranches - $700 million principal amount of 7-3/8% senior notes due 2007 with a
yield to maturity of 7.45% and $800 million principal amount of 7-7/8% senior
notes due 2012 with a yield to maturity of 7.95%. Starwood expects to use the
proceeds to repay all of its senior secured notes facility and a portion of its
senior credit facility.

This notices does not constitute an offer to sell or the solicitation of an
offer to buy the notes or any other securities. The notes are only offered, with
registration rights, in the United States to qualified institutional buyers
pursuant to Rule 144A under the Securities Act of 1933, as amended, and outside
the United States pursuant to Regulation S under the Securities Act. The notes
will not be initially registered under the Securities Act and therefore may not
be offered or sold in the United States without registration or an applicable
exemption from the registration requirements of the Securities Act. It is
anticipated that a registration statement will be filed under the Securities Act
to permit exchange of the notes for registered notes or resale of the notes.

Starwood Hotels & Resorts Worldwide, Inc. (NYSE:HOT) is one of the leading hotel
and leisure companies in the world with more than 740 properties in more than 80
countries and 110,000 employees at its owned and managed properties. With
internationally renowned brands, Starwood is a fully integrated owner, operator
and franchiser of hotels and resorts including: St. Regis, The Luxury
Collection, Sheraton, Westin, Four Points by Sheraton, W brands, as well as
Starwood Vacation Ownership, Inc., one of the premier developers and operators
of high quality vacation interval ownership resorts. For more information,
please visit www.starwood.com.

(Note: This press release contains forward-looking statements within the meaning
of federal securities regulations. Forward-looking statements are not guarantees
of future performance and involve risks and uncertainties and other factors that
may cause actual results to differ materially from those anticipated at the time
the forward-looking statements are made. General economic conditions including
the duration and severity of the current economic downturn in the United States
and the terrorist attacks on New York and Washington D.C. and their aftermath,
business and financing conditions, cyclicality of the real estate and the hotel
and leisure business, domestic and international political conditions,
competition, governmental and regulatory actions and other circumstances and
uncertainties may affect future results, performance and achievements. These
risks and uncertainties are presented in detail in our filings with the
Securities and Exchange Commission. Although we believe the expectations
reflected in such forward-looking statements are based upon reasonable
assumptions, we can give no assurance that our expectations will be attained or
that results will not materially differ. We undertake no obligation to publicly
update or revise any forward-looking statement, whether as a result of new
information, future events or otherwise.)

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    Please contact Starwood's new, toll-free media hotline at: 866-4-STAR-PR
            (866-478-2777) for photography or additional information.
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