________________________________________________________________________________

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. 9)

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:
$99,666,000*	$8,062.98**

  *  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 January 15, 2004 according to the Schedule 14D-9 filed by the registrant with the Securities and Exchange Commission on January 20, 2004) by $735 (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. 9 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 $735 per Unit, without interest, reduced by the amount of distributions per Unit, if any, declared or paid by the Partnership from January 1, 2004 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 has been and may be further 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 has been and may be further 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 1. Summary Term Sheet.

     Item 1 of the Schedule TO is herein amended and supplemented as follows:

     The information set forth in the Offer to Purchase, as amended and supplemented by the Supplement to the Offer to Purchase dated January 30, 2004 (the “January 30, 2004 Supplement”), in the section entitled “SUMMARY TERM SHEET” is herein incorporated by reference.

Item 2. Subject Company Information.

     Item 2 of the Schedule TO is herein amended and supplemented as follows:

     (c) Trading Market and Price. The information set forth in the Offer to Purchase, as amended and supplemented by the January 30, 2004 Supplement, in the section entitled “SPECIAL FACTORS—Determination of the Offer Price” is herein incorporated by reference.

Item 4. Terms of the Transaction.

     Item 4 of the Schedule TO is herein amended and supplemented as follows:

     (a) Material Terms. The information set forth in the Offer to Purchase, as amended and supplemented by the January 30, 2004 Supplement, in the sections entitled “SUMMARY TERM SHEET,” “THE TENDER OFFER—Terms of the Offer; Expiration Date” “THE TENDER OFFER – Acceptance for Payment and Payment for Units,” “THE TENDER OFFER—Conditions to the Offer” and “THE TENDER OFFER – Procedure for Accepting the Offer and Tendering Units,” is herein incorporated by reference.

Item 5. Past Contacts, Transactions, Negotiations and Agreements.

     Item 5 of the Schedule TO is herein amended and supplemented as follows:

     (a) Transactions. The information set forth in the Offer to Purchase, as amended and supplemented by the January 30, 2004 Supplement, in the section entitled “SPECIAL FACTORS – Purpose of the Offer; Future Plans” is herein incorporated by reference.

     (b) Significant Corporate Events. The information set forth in the Offer to Purchase, as amended and supplemented by the January 30, 2004 Supplement, in the sections entitled “SPECIAL FACTORS – Background to the Offer” and “SPECIAL FACTORS – Purpose of the Offer; Future Plans” is herein incorporated by reference.

Item 6. Purposes of the Transaction and Plans or Proposals.

     Item 6 of the Schedule TO is herein amended and supplemented as follows:

     (a) Purposes. The information set forth in the Offer to Purchase, as amended and supplemented by the January 30, 2004 Supplement, in the sections entitled “SPECIAL FACTORS – Background to the Offer,” “SPECIAL FACTORS – Purpose of the Offer; Future Plans,” and “SPECIAL FACTORS – Effects of the Offer” is herein incorporated by reference.

     (c)(1) through (7) Plans. The information set forth in the Offer to Purchase, as amended and supplemented by the January 30, 2004 Supplement, in the sections entitled “SPECIAL FACTORS – Purpose of the Offer; Future Plans,” and “SPECIAL FACTORS – Effects of the Offer” is herein incorporated by reference.

Item 7. Source and Amount of Funds or Other Consideration.

     Item 7 of the Schedule TO is herein amended and supplemented as follows:

     (a) Source of Funds. The information set forth in the Offer to Purchase, as amended and supplemented by the January 30, 2004 Supplement, in the section entitled “CERTAIN INFORMATION CONCERNING PURCHASER, STARWOOD, THE GENERAL PARTNER AND THE PARTNERSHIP—Source and Amount of Funds for the Offer” is herein incorporated by reference.

Item 12.     Exhibits.

(a)(1)(A)	Offer to Purchase.*
(a)(1)(B)	Agreement of Assignment and Transfer.
(a)(1)(C)	Consent Form.
(a)(1)(D)	Notice of Withdrawal from the Offer.*
(a)(1)(E)	Notice of Withdrawal from the Kalmia Offer.
(a)(1)(F)	Letter to Unitholders, dated November 4, 2003.*
(a)(1)(G)	Supplement to Offer to Purchase.
(a)(1)(H)	Letter to Unitholders, dated January 30, 2004.
(a)(3)	Offer to Purchase (filed as Exhibit (a)(1)(A) above).
(a)(5)(A)	Text of Starwood press release, dated August 4, 2003.(1)
(a)(5)(B)	Text of Starwood press release, dated August 20, 2003.(2)
(a)(5)(C)	Letter to Unitholders, dated August 22, 2003.(3)
(a)(5)(D)	Text of Starwood press release, dated August 28, 2003.(4)
(a)(5)(E)	Letter to Unitholders, dated September 23, 2003.(5)
(a)(5)(F)	Letter to Unitholders, dated October 30, 2003.(6)
(a)(5)(G)	Text of Starwood press release, dated October 30, 2003.(7)
(a)(5)(H)	Text of Starwood press release, dated November 4, 2003.(8)

2

(a)(5)(I)	Text of Starwood press release, dated December 5, 2003.(9)
(a)(5)(J)	Text of Starwood press release, dated December 22, 2003.(10)
(a)(5)(K)	Letter to Unitholders, dated December 22, 2003.(11)
(a)(5)(L)	Letter to Unitholders, dated January 6, 2004.(12)
(a)(5)(M)	Text of Starwood press release, dated January 22, 2004.(13)
(d)(1)	Amended and Restated Agreement of Limited Partnership of Westin Hotels Limited Partnership dated as of December 31, 1986, as amended.(14)
(d)(2)	Merger Agreement (included as Annex F to the Offer to Purchase and Solicitation Statement filed as Exhibit (a)(1)(A) above).
(d)(3)	Letter to the Board of Directors of the general partner of the Partnership, dated November 21, 2003.(15)
(d)(4)	Text of Partnership Press Release dated November 25, 2003.(16)

* Previously filed.

(1)	Incorporated by reference from the Schedule TO filed with the SEC by the Filing Persons on August 4, 2003.
(2)	Incorporated by reference from the Schedule TO filed with the SEC by the Filing Persons on August 20, 2003.
(3)	Incorporated by reference from the Schedule TO filed with the SEC by the Filing Persons on August 25, 2003.
(4)	Incorporated by reference from the Schedule TO filed with the SEC by the Filing Persons on August 28, 2003.
(5)	Incorporated by reference from the Schedule TO filed with the SEC by the Filing Persons on September 24, 2003.
(6)	Incorporated by reference from the Schedule TO filed with the SEC by the Filing Persons on October 30, 2003.
(7)	Incorporated by reference from the Schedule TO filed with the SEC by the Filing Persons on October 30, 2003.
(8)	Incorporated by reference from the Schedule TO filed with the SEC by the Filing Persons on November 4, 2003.
(9)	Incorporated by reference from the Schedule TO filed with the SEC by the Filing Persons on December 5, 2003.
(10)	Incorporated by reference from the Schedule TO filed with the SEC by the Filing Persons on December 22, 2003.
(11)	Incorporated by reference from the Schedule TO filed with the SEC by the Filing Persons on December 22, 2003.
(12)	Incorporated by reference from the Schedule TO filed with the SEC by the Filing Persons on January 6, 2004.
(13)	Incorporated by reference from the Schedule TO filed with the SEC by the Filing Persons on January 23, 2004.
(14)	Incorporated by reference from Exhibit (d)(1) to the Schedule TO filed with the SEC by the Filing Persons on August 27, 2003.
(15)	Incorporated by reference from the Schedule TO filed with the SEC by the Filing Persons on November 21, 2003.
(16)	Incorporated by reference from Exhibit (a)(1)(A) to Amendment No. 1 to the Schedule 14D-9 filed with the SEC by the Partnership on November 25, 2003.

Item 13. Information Required by Schedule 13e-3.

     Item 8. Fairness of the Going-Private Transaction.

     Item 8 of Item 13 of the Schedule TO is herein amended and supplemented as follows:

     (a) Fairness. The information set forth in the Offer to Purchase, as amended and supplemented by the January 30, 2004 Supplement, in the section entitled “SPECIAL FACTORS – Fairness of the Offer” is herein incorporated by reference.

     (b) Factors Considered in Determining Fairness. The information set forth in the Offer to Purchase as amended and supplemented by the January 30, 2004 Supplement, in the section entitled “SPECIAL FACTORS – Fairness of the Offer” is herein incorporated by reference.

     (c) Approval of Security Holders. The information set forth in the Offer to Purchase as amended and supplemented by the January 30, 2004 Supplement, in the sections entitled “SPECIAL FACTORS – Fairness of the Offer,” “SPECIAL FACTORS – Risk Factors – If the Offer is completed but the Merger is not effected, non-tendering Unitholders may be harmed,” and “SPECIAL FACTORS – Risk Factors – We may not be able to purchase all the Units validly tendered to us and not withdrawn or to effect the Merger,” is herein incorporated by reference.

3

      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:  January 30, 2004

WHLP ACQUISITION LLC

By: /s/ KENNETH S. SIEGEL

          Name: Kenneth S. Siegel

          Title:  Vice President and Secretary

          Date:  January 30, 2004

4

EXHIBIT INDEX

Exhibit No.	Description
(a)(1)(A)	Offer to Purchase.*
(a)(1)(B)	Agreement of Assignment and Transfer.
(a)(1)(C)	Consent Form.
(a)(1)(D)	Notice of Withdrawal from the Offer.*
(a)(1)(E)	Notice of Withdrawal from the Kalmia Offer.
(a)(1)(F)	Letter to Unitholders, dated November 4, 2004.*
(a)(1)(G)	Supplement to Offer to Purchase.
(a)(1)(H)	Letter to Unitholders, dated January 30, 2004.
(a)(3)	Offer to Purchase (filed as Exhibit (a)(1)(A) above).
(a)(5)(A)	Text of Starwood press release, dated August 4, 2003.(1)
(a)(5)(B)	Text of Starwood press release, dated August 20, 2003.(2)
(a)(5)(C)	Letter to Unitholders, dated August 22, 2003.(3)
(a)(5)(D)	Text of Starwood press release, dated August 28, 2003.(4)
(a)(5)(E)	Letter to Unitholders, dated September 23, 2003.(5)
(a)(5)(F)	Letter to Unitholders, dated October 30, 2003.(6)
(a)(5)(G)	Text of Starwood press release, dated October 30, 2003.(7)
(a)(5)(H)	Text of Starwood press release, dated November 4, 2003.(8)
(a)(5)(I)	Text of Starwood press release, dated December 5, 2003.(9)
(a)(5)(J)	Text of Starwood press release, dated December 22, 2003.(10)
(a)(5)(K)	Letter to Unitholders, dated December 22, 2003.(11)
(a)(5)(L)	Letter to Unitholders, dated January 6, 2004.(12)
(a)(5)(M)	Text of Starwood press release, dated January 22, 2004. (13)
(c)(1)	Houlihan Lokey Fairness Opinion dated October 15, 2003 with respect to the October 6, 2003 offer to purchase Units by Kalmia Investors, LLC.(14)
(c)(2)	Houlihan Lokey Fairness Opinion dated August 1, 2003 with respect to the July 24, 2003 offer to purchase Units by Kalmia Investors, LLC.(15)
(c)(3)	Fairness Presentation to the Board of Directors of the General Partner dated August 1, 2003 by Houlihan Lokey.(16)
(c)(4)	Houlihan Lokey Fairness Opinion dated July 18, 2003 with respect to the July 7, 2003 offer to purchase Units by Windy City Investments LLC.(17)
(c)(5)	Draft Refinancing Valuation by Jones Lang LaSalle as of July 24, 2003.(18)
(c)(6)	Draft Refinancing Valuation by Jones Lang LaSalle as of May 7, 2003.(19)
(c)(7)	Appraisal Update Report, The Westin Michigan Avenue-Chicago, Chicago, Illinois, prepared by HVS International dated September 25, 2000.(20)
(c)(8)	Self-Contained Appraisal Update Report, The Westin-Chicago, Chicago, Illinois, prepared by HVS International, dated March 8, 1998.(21)
(d)(1)	Amended and Restated Agreement of Limited Partnership of Westin Hotels Limited Partnership dated as of December 31, 1986, as amended.(22)
(d)(2)	Merger Agreement (included as Annex F to the Offer to Purchase and Solicitation Statement filed as Exhibit (a)(1)(A) above).
(d)(3)	Letter to the Board of Directors of the general partner of the Partnership, dated November 21, 2003.(23)
(d)(4)	Text of Partnership Press Release dated November 25, 2003.(24)

* Previously filed.

(1)	Incorporated by reference from the Schedule TO filed with the SEC by the Filing Persons on August 4, 2003.
(2)	Incorporated by reference from the Schedule TO filed with the SEC by the Filing Persons on August 20, 2003.
(3)	Incorporated by reference from the Schedule TO filed with the SEC by the Filing Persons on August 25, 2003.
(4)	Incorporated by reference from the Schedule TO filed with the SEC by the Filing Persons on August 28, 2003.

5

(5)	Incorporated by reference from the Schedule TO filed with the SEC by the Filing Persons on September 24, 2003.
(6)	Incorporated by reference from the Schedule TO filed with the SEC by the Filing Persons on October 30, 2003.
(7)	Incorporated by reference from the Schedule TO filed with the SEC by the Filing Persons on October 30, 2003.
(8)	Incorporated by reference from the Schedule TO filed with the SEC by the Filing Persons on November 4, 2003.
(9)	Incorporated by reference from the Schedule TO filed with the SEC by the Filing Persons on December 5, 2003.
(10)	Incorporated by reference from the Schedule TO filed with the SEC by the Filing Persons on December 22, 2003.
(11)	Incorporated by reference from the Schedule TO filed with the SEC by the Filing Persons on December 22, 2003.
(12)	Incorporated by reference from the Schedule TO filed with the SEC by the Filing Persons on January 6, 2004.
(13)	Incorporated by reference from the Schedule TO filed with the SEC by the Filing Persons on January 23, 2004.
(14)	Incorporated by reference from Exhibit (e)(1) to the Schedule 14D-9 filed with the SEC by the Partnership on October 16, 2003.
(15)	Incorporated by reference from Exhibit (e)(1) to the Schedule 14D-9 filed with the SEC by the Partnership on August 6, 2003.
(16)	Incorporated by reference from Exhibit (e)(2) to the Schedule TO filed with the SEC by the Filing Persons on August 27, 2003.
(17)	Incorporated by reference from Exhibit (e)(1) to the Schedule 14D-9 filed with the SEC by the Partnership on July 18, 2003.
(18)	Incorporated by reference from Exhibit (c)(4) to the Schedule TO filed with the SEC by the Filing Persons on August 27, 2003.
(19)	Incorporated by reference from Exhibit (c)(5) to the Schedule TO filed with the SEC by the Filing Persons on August 27, 2003.
(20)	Incorporated by reference from Exhibit (c)(6) to the Schedule TO filed with the SEC by the Filing Persons on August 27, 2003.
(21)	Incorporated by reference from Exhibit (c)(7) to the Schedule TO filed with the SEC by the Filing Persons on August 27, 2003.
(22)	Incorporated by reference from Exhibit (d)(1) to the Schedule TO filed with the SEC by the Filing Persons on August 27, 2003.
(23)	Incorporated by reference from the Schedule TO filed with the SEC by the Filing Persons on November 21, 2003.
(24)	Incorporated by reference from Exhibit (a)(1)(A) to Amendment No. 1 to the Schedule 14D-9 filed with the SEC by the Partnership on November 25, 2003.

6