<PAGE> 1
This filing is made pursuant to
Rule 424(b)(3) under
the Securities Act of 1933
in connection with
Registration Nos.
333-73069 and 333-73069-01;
333-13325 and 333-13325-01;
333-22219 and 333-22219-01; and
333-47639 and 333-47639-01.
PROSPECTUS SUPPLEMENT NO. 3
DATED DECEMBER 26, 2000
TO
PROSPECTUS DATED MARCH 18, 1999
OF
STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
AND
STARWOOD HOTELS & RESORTS,
AS SUPPLEMENTED
27,392,875 COMMON SHARES
This Prospectus Supplement relates to the offer and sale
from time to time by certain Participating Shareholders of up to an aggregate
of 27,392,875 Common Shares pursuant to the above-captioned prospectus.
As of November 24, 2000, the President and Fellows of
Harvard College ("Harvard College") acquired by donation from one of the
Participating Shareholders units of the Partnerships that are exchangeable for
an aggregate of 32,500 Common Shares. As a result, the table included in the
Prospectus under the caption "Participating Shareholders," as previously
supplemented, is hereby further supplemented as follows:
<TABLE>
<CAPTION>
Number of Number of Percent of Number of
Common Common Common Common Shares
Name of Shares Shares Shares Beneficially Owned
Beneficial Beneficially To Be To Be After the
Owner Owned Registered Registered Offering
----- ----- ---------- ---------- --------
<S> <C> <C> <C> <C>
President and 32,500(1) 32,500 * 0
Fellows of
Harvard College
</TABLE>
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* Less than one percent.
.
(1) Harvard Management Company, Inc. has been delegated by Harvard College the
power to vote and dispose of these shares.
