SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 11-K

[X]	Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 (Fee Required)

For the Fiscal Year Ended December 31, 1999

OR

[  ]	Transition Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 (No Fee Required)

For the Transition Period from                    to                   

Commission File Number: 1-7959

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

Starwood Hotels & Resorts Worldwide, Inc.

SIGNATURE

      Pursuant to the requirements of the Securities Exchange Act of 1934, the Starwood Hotels & Resorts Worldwide, Inc. Savings and Retirement Plan Committee has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

	STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
	SAVINGS AND RETIREMENT PLAN

	By:	/s/ RONALD C. BROWN

	Ronald C. Brown
	Starwood Hotels & Resorts Worldwide, Inc.
	Savings and Retirement Plan Committee Member

Date: June 28, 2000

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES

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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Starwood Hotels & Resorts Worldwide, Inc. Savings and Retirement Plan:

      We have audited the accompanying statements of net assets available for plan benefits of the Starwood Hotels & Resorts Worldwide, Inc. Savings and Retirement Plan (the “Plan”) as of December 31, 1999 and 1998 and the related statement of changes in net assets available for plan benefits for the year ended December 31, 1999, and the supplemental schedules as listed in the accompanying index. These financial statements and supplemental schedules are the responsibility of the Plan’s Management. Our responsibility is to express an opinion on these financial statements and supplemental schedules based on our audits.

      We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

      In our opinion, the financial statements and supplemental schedules referred to above present fairly, in all material respects, the net assets available for plan benefits of the Plan as of December 31, 1999 and 1998, and the changes in its net assets available for plan benefits for the year ended December 31, 1999, in conformity with accounting principles generally accepted in the United States.

      Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes as of December 31, 1999 and non-exempt transactions for the year ended December 31, 1999 are presented for purposes of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedules have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole.

	Arthur Andersen LLP

Phoenix, Arizona

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STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS

The accompanying notes are an integral part of these statements.

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STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS

The accompanying notes are an integral part of this statement.

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STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

NOTES TO FINANCIAL STATEMENTS

Note 1.  Description of the Plan

      Starwood Hotels & Resorts Worldwide, Inc. (“Starwood” or the “Company”) sponsors the Starwood Hotels & Resorts Worldwide, Inc. Savings and Retirement Plan (the “Plan”). The Plan was originally established effective April 1, 1997. Effective April 1, 1999, the Westin Hotel Company 401(k) Growth Opportunity Plan, the Investment Plan for Employees of Westin Hotel Company, the ITT 401(k) Retirement Savings Plan and the Starwood Hotels & Resorts StarSaver 401(k) Plan (the “Prior Plans”) were merged into the Plan, and the Plan and each such plan was amended and restated as the Starwood Hotels & Resorts Worldwide, Inc. Savings and Retirement Plan.

      Concurrent with the adoption of the amended and restated Plan, on April 1, 1999, the Plan changed Trustees and Administrators from Wilmington Trust Company and PricewaterhouseCoopers LLP to American Express Trust Company (“AMEX”).

      Plan amendments made to the Plan on April 1, 1999 included, among others, updated enrollment requirements; increased participant contribution rates; an improved participant vesting schedule; a change in the form and timeliness of distribution payments to terminated employees; and the addition of a Company common stock fund as an investment option for participants.

General

      The Plan is a defined contribution plan subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”). The Plan provides for employee pre-tax and matching employer contributions in accordance with Section 401(k) of the Internal Revenue Code (“IRC”).

      As of December 31, 1999, the Plan’s assets are held in trust pursuant to a trust agreement with the Company and AMEX, the Plan’s Trustee.

      Until April 1, 2000, Starwood employees became eligible to participate in the Plan if they were at least 21 years of age and had at least 1,000 hours of service during their first 12 months of employment or any Plan year beginning after they started work. Participants in the Prior Plans became Plan participants on April 1, 1999. Effective April 1, 2000, on the first day of the month following 90 days of employment, Starwood employees become eligible to participate in the Plan and may elect to make tax-deferred contributions. The Company does not begin to match contributions until the participant attains age 21 and is credited with at least 1,000 hours of service, as described above.

Contributions

      Plan participants may elect to make tax-deferred contributions as a percentage of compensation up to 18% of compensation, subject to Internal Revenue Service (“IRS”) limitations. Participants direct the investment of their contributions into various investment options offered by the Plan. The Plan currently offers five collective trust funds, four mutual funds and a stock fund as investment options for participants. The Company makes a matching contribution in an amount equal to 100% of the participant’s initial 2% tax-deferred contribution, and 50% of the tax-deferred contributions between 2% and 4% of the participant’s compensation for that pay period.

Rollover Contributions or Distributions

      Participants entering the Plan may roll over contributions from a trust, individual retirement account (“IRA”) or individual retirement annuity qualified under the IRC no later than the 60th day following the day on which the individual receives the distribution. Participants leaving the Plan may request rollover

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NOTES TO FINANCIAL STATEMENTS — (Continued)

distributions to the qualified plan of another employer, an IRA account or to an insurance company IRA annuity.

Participant Accounts

      Each participant’s account is credited with the participant’s contribution and allocations of the Company’s matching contribution and Plan earnings and is charged with an allocation of administrative expenses. Allocations of Plan earnings are based on participant account balances, as defined in the Plan document. The benefit to which a participant is entitled is the balance of the participant’s vested account.

Participant Loans

      Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of their vested account balance. The $50,000 limit is reduced by the participant’s highest outstanding loan balance, if any, in the past twelve months. The repayment period may not exceed five years from the date of the loan, unless the loan proceeds are used to acquire the participant’s principal residence. In addition, a participant may have no more than two loans outstanding at one time. The loans are collateralized by the balance in the participant’s account and bear interest at a fixed rate equal to the prevailing interest rate at the time of the loan. Participant loans at December 31, 1999 and 1998 represent the aggregate amount of principal and accrued interest outstanding on such loans at each year-end. At December 31, 1999, participant loans carried interest rates ranging from 7% to 11.5%, with maturities of ten years or less. Principal and interest is paid ratably through payroll deductions.

Payment of Benefits

      Participants are eligible for distribution of vested benefits upon retirement, death, disability or termination of employment. Participants may elect to receive a lump sum amount or, subject to certain conditions, equal monthly or annual installments over a period not greater than twenty years. Participants in certain Prior Plans may also elect to receive their Prior Plan account balances in the form of an annuity. Participants may also elect to defer distributions subject to certain conditions.

Vesting

      Participants are immediately vested in their voluntary contributions and earnings thereon, but not the Company’s contribution or the earnings thereon. Vesting on the remainder of the participant’s account is based on years of service as follows:

Forfeitures

      Forfeitures of the nonvested Company contributions are applied to reduce future Starwood contributions. At December 31, 1999, forfeited nonvested accounts totaled $433,725.

Administration Expenses

      All costs and expenses incurred in administering the Plan shall be paid by the Plan to the extent not paid by the Company. Loan processing fees shall be paid by the participant requesting the loan.

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NOTES TO FINANCIAL STATEMENTS — (Continued)

Amendment and Termination of the Plan

      Although it has not expressed any intent to do so, Starwood has the right under the Plan agreement to suspend, reduce, or partially or completely discontinue its contributions at any time and to terminate the Plan, the trust agreement and the trust thereunder subject to the provisions of ERISA. In the event of the Plan termination, partial termination or complete discontinuance of contributions, participants become fully vested in their Company contributions. Additionally, any forfeitures that have not been used as Company contributions to the Plan at the time of termination will be credited pro rata to the accounts of all participants in accordance with Plan provisions.

Note 2.  Summary of Significant Accounting Policies

Basis of Accounting

      The accompanying financial statements have been prepared on the accrual basis of accounting. Accordingly, income is recognized when earned and expenses are recorded when incurred.

Use of Estimates

      The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires the Plan Administrator to make estimates and assumptions that affect the reported amount of assets and liabilities at December 31, 1999 and 1998 and the reported amounts of additions and deductions from net assets for the year ended December 31, 1999. Actual results may differ from those estimates.

Concentration of Credit Risk

      The Plan provides for various investment fund options which in turn invest in any combination of stocks, bonds and other investment securities. Investment securities are exposed to various risk, such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risks in the near term would materially affect participants’ account balances and the amounts reported in the statements of net assets available for plan benefits and the statement of changes in net assets available for plan benefits.

Investments

      Plan investments are presented at fair value, except the American Express Trust Stable Value Fund, which is presented at cost plus accrued income. American Express Trust Stable Value Fund invests in insurance investment contracts, bank investment contracts and stable value contracts providing for fully benefit responsive participant payments. The Plan presents, in the statement of changes in net assets available for plan benefits, the net appreciation in the fair value of its investments, which consists of the realized gains and losses and the unrealized net appreciation on those investments. The fair value of the Plan’s investments is determined by using quoted market prices from commercial quotation services as of the Plan year-end. Participant loans are valued at cost which approximate fair value in the aggregate.

      Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.

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NOTES TO FINANCIAL STATEMENTS — (Continued)

      The following investments represent 5% or more of the Plan’s net assets at December 31:

      During 1999, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value by $32,206,575 as follows:

Benefits Paid to Participants

      Benefits paid to participants are recorded upon distribution.

Note 3.  Tax Status

      The IRS has determined and informed Starwood by a letter dated February 17, 1998, that the Plan and related trust are designed in accordance with applicable sections of the IRC. The Plan has been amended since receiving the determination letter. However, the Plan Administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. Therefore, Starwood believes that the Plan was qualified and the related trust was tax-exempt for the years ended December 31, 1999 and 1998.

Note 4.  Non-Exempt Transaction

      For the year ended December 31, 1999, the Company’s failure to remit participant deferrals to the Plan in a timely manner constituted a lending of such monies to the Company. As such, these transactions represented non-exempt transactions between the Company and the Plan as identified in Schedule G, Part III. The deemed loans and earnings were subsequently paid to the Plan. The Department of Labor (“DOL”) has notified the Company that it intends to audit the records of the Plan. The DOL has indicated that this audit

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NOTES TO FINANCIAL STATEMENTS — (Continued)

relates to late contributions to the Plan. As the DOL has not begun its examination, no regulatory action has been taken against the Plan.

Note 5.  Party-in-Interest Transactions

      Certain Plan investments are held in funds managed by AMEX. AMEX is the Trustee as defined by the Plan and, therefore, these transactions qualify as party-in-interest transactions. Fees paid and accrued by the Plan for Trustee and investment management services provided by AMEX amounted to $227,175 for the year ended December 31, 1999. In addition, certain Plan investments are Starwood common stock. As Starwood is the Plan Sponsor, these transactions qualify as party-in-interest transactions.

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STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

SCHEDULE H, LINE 4i — SCHEDULE OF ASSETS HELD

**	All investments are participant directed; therefore, disclosure of investment cost is not required.

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STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

SCHEDULE G, PART III — SCHEDULE OF NON-EXEMPT TRANSACTIONS

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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Starwood Hotels & Resorts Worldwide, Inc. Savings and Retirement Plan:

      As independent public accountants, we hereby consent to the incorporation of our report included in this Form 11-K, into Starwood Hotels & Resorts Worldwide, Inc.’s previously filed Registration Statement on Form S-8 (File No. 333-93469).

	Arthur Andersen LLP

Phoenix, Arizona

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