Exhibit (a)(1)(D)

NOTICE OF WITHDRAWAL

OF

PREVIOUSLY TENDERED

UNITS OF LIMITED PARTNERSHIP INTEREST OF

WESTIN HOTELS LIMITED PARTNERSHIP

TO

WHLP ACQUISITION LLC

To: WHLP Acquisition LLC

c/o American Stock Transfer

59 Maiden Lane

New York, NY 10038

Ladies and Gentlemen:

      The following units of limited partnership interest (the “Units”) of Westin Hotels Limited Partnership (the “Partnership”) previously tendered to WHLP Acquisition LLC (“Purchaser”) pursuant to the Offer to Purchase and Solicitation Statement, dated November 4, 2003, are hereby withdrawn.

      DESCRIPTION OF UNITS WITHDRAWN

AND

SIGNATURE OF LIMITED PARTNER(S)

      All registered holders of Units must sign exactly as their names appear on the Partnership records and in the same manner as the signature in the previously submitted Agreement of Assignment and Transfer. See Instruction 3.

NUMBER OF UNITS WITHDRAWN:

X	X
(Signature of Owner)	(Signature of Joint Owner)
Print Name	Print Name
X	X
(Signature of Individual if not Owner)	(Signature of Individual if not Owner)
Print Name, Capacity and Title	Print Name, Capacity and Title
Address:	Address:
Telephone No. (Day):	Telephone No. (Day):
Telephone No. (Evening):	Telephone No. (Evening):

SIGNATURE MEDALLION GUARANTEE

(IF GUARANTEED IN AGREEMENT OF SALE; SEE INSTRUCTION 4)

Name and Address of Eligible Institution:
Authorized Signature:	X
Name:
Title:
Date:

INSTRUCTIONS FOR WITHDRAWAL

OF

PREVIOUSLY TENDERED UNITS OF LIMITED PARTNERSHIP INTEREST IN

WESTIN HOTELS LIMITED PARTNERSHIP

TO

WHLP ACQUISITION LLC

      PLEASE NOTE THAT YOU MAY ONLY WITHDRAW UNITS TENDERED IN AN OUTSTANDING OFFER. ANY UNITS TENDERED IN PRIOR OFFERS AND PAID FOR MAY NOT BE WITHDRAWN.

      1.     DELIVERY OF NOTICE OF WITHDRAWAL FROM THE WHLP ACQUISITION LLC OFFER. If you are withdrawing Units previously tendered pursuant to the Offer to Purchase dated November 4, 2003, please complete, execute, detach and send in the enclosed envelope the attached Notice of Withdrawal of Previously Tendered Units of Westin Hotels Limited Partnership to WHLP Acquisition LLC (“Notice of Withdrawal”), to:

WHLP Acquisition LLC

c/o American Stock Transfer

59 Maiden Lane

New York, NY 10038

      PURCHASER MUST RECEIVE THE NOTICE OF WITHDRAWAL PRIOR TO                     THE WITHDRAWAL EXPIRATION DATE SET FORTH IN THE OFFER TO PURCHASE, UNLESS PURCHASER EXTENDS THE DATE.

      2.     INADEQUATE SPACE. If any space provided in the Notice of Withdrawal is inadequate, please list such additional information on a separate schedule and attach the separate schedule to the Notice of Withdrawal.

      3.     SIGNATURE ON NOTICE OF WITHDRAWAL. The Notice of Withdrawal must be signed, as applicable, by the person(s) who signed the Agreement of Assignment and Transfer relating to the Offer to Purchase, in the same manner as such Agreement of Assignment and Transfer was signed. The signatures must correspond exactly with the name(s) as they appear on the Partnership records. If any Units tendered pursuant to the Offer to Purchase are registered in the names of two or more joint holders, all such holders must sign, as applicable, the Notice of Withdrawal. If the Notice of Withdrawal is signed by any trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or others acting in a fiduciary capacity, such persons should so indicate when signing and must submit proper evidence of their authority to act.

      4.     GUARANTEE OF SIGNATURES. If the signature was guaranteed on the Agreement of Assignment and Transfer, then it must be guaranteed on the Notice of Withdrawal.

      5.     REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and requests for assistance may be directed to D. F. King & Co., Inc. at its address and phone number listed below. Additional copies of this Notice of Withdrawal may also be obtained from D. F. King & Co., Inc.

D. F. King & Co., Inc.

48 Wall Street

New York, NY 10005

Banks and Brokers Call Collect: 212-269-5550

All Others Please Call: 1-888-605-1957

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