11-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 11-K

þ	Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 (Fee Required)
For the Fiscal Year Ended December 31, 2003
OR
o	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.

SAVINGS AND RETIREMENT PLAN

(Full title of the plan)

Starwood Hotels & Resorts Worldwide, Inc.

1111 Westchester Avenue

White Plains, NY 10604

(Name of issuer of the securities held pursuant to the plan

and the address of its principal executive offices)

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/ VASANT PRABHU

Vasant Prabhu

Starwood Hotels & Resorts Worldwide, Inc.

Savings and Retirement Plan Committee Member

Date: June 23, 2004

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

SAVINGS AND RETIREMENT PLAN

INDEX TO FINANCIAL STATEMENTS AND SCHEDULES

		Page
Report of Independent Registered Public Accounting Firm			3
Financial Statements:
	Statements of Net Assets Available for Benefits as of December 31, 2003 and 2002		4
	Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2003		5
	Notes to Financial Statements		6
Schedule H, Line 4i — Schedule of Assets (Held at End of Year)			11
Schedule H, Line 4a — Schedule of Delinquent Participant Contributions			12
Exhibit Index			13
EX-23.1

2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

      We have audited the accompanying statements of net assets available for benefits of the Starwood Hotels & Resorts Worldwide, Inc. Savings and Retirement Plan as of December 31, 2003 and 2002 and the related statement of changes in net assets available for benefits for the year ended December 31, 2003. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

      We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (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 referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2003 and 2002, and the changes in its net assets available for benefits for the year ended December 31, 2003, in conformity with U.S. generally accepted accounting principles.

      Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedules of assets (held at end of year) as of December 31, 2003, and delinquent participant contributions for the year then ended, are presented for purposes of additional analysis and are not a required part of the 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. These supplemental schedules are the responsibility of the Plan’s management. The supplemental schedules have been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, are fairly stated in all material respects in relation to the financial statements taken as a whole.

/s/ ERNST & YOUNG LLP

New York, New York

June 10, 2004

3

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

SAVINGS AND RETIREMENT PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

As of December 31, 2003 and 2002

				2003		2002
Assets:
	Investments			$	373,488,060	$	287,892,829
	Receivables:
		Participant contributions			338,107		716,408
		Employer contributions			1,191,921		1,301,950
			Total receivables		1,530,028		2,018,358
	Accrued investment income				963,885		1,051,062
Total assets					375,981,973		290,962,249
Liabilities:
	Excess contributions payable				1,905,076		1,971,867
Net assets available for benefits				$	374,076,897	$	288,990,382

The accompanying notes to financial statements are an integral part of the above statements.

4

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

SAVINGS AND RETIREMENT PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

For the Year Ended December 31, 2003

Additions to net assets attributed to:
	Investment income:
		Net appreciation in the fair value of investments		$	61,320,809
		Dividends and interest			6,352,263
			Total investment income		67,673,072
	Contributions:
		Participants			40,368,473
		Participant rollovers			2,170,982
		Employer			17,497,752
			Total contributions		60,037,207
Total additions					127,710,279
Deductions to net assets attributed to:
	Benefits paid to participants				37,438,798
	Corrective distribution of excess contributions				1,905,076
	Investment and administrative expense				2,939,871
			Total deductions		42,283,745
Net increase in net assets prior to asset transfers					85,426,534
Assets transferred to other plans, net					(340,019	)
Net increase in net assets					85,086,515
Net assets available for benefits, beginning of year					288,990,382
Net assets available for benefits, end of year				$	374,076,897

The accompanying notes to financial statements are an integral part of the above statement.

5

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

SAVINGS AND RETIREMENT PLAN

NOTES TO FINANCIAL STATEMENTS

Note 1. Plan Description

      Starwood Hotels & Resorts Worldwide, Inc. (“Starwood” or the “Company”) sponsors the Starwood Hotels & Resorts Worldwide, Inc. Savings and Retirement Plan (the “Plan”) administered by the Starwood Benefits Committee (the “Plan Administrator”). The Plan was originally established effective April 1, 1997.

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 pretax and matching employer contributions in accordance with Section 401(k) of the Internal Revenue Code (“IRC”). The Plan’s assets are held in trust pursuant to a trust agreement with the Company and State Street Bank and Trust Company (“State Street”).

Eligibility

      Company employees become eligible to participate in the Plan if they are at least 21 years of age and have completed 90 days of employment. The Company does not begin to match contributions until the participant has completed one year of service as defined by the Plan.

Contributions

      Plan participants may elect to make pretax contributions as a percentage of compensation up to 18% of compensation, subject to Internal Revenue Service (“IRS”) limitations. The Company makes a matching contribution in an amount equal to 100% of the initial pretax contribution up to 2% of eligible compensation and 50% of the pretax contributions between 2% and 4% of the participant’s eligible compensation. Participants direct the investment of their contributions and the Company’s matching contributions into various investment options offered by the Plan.

      On January 1, 2002, the Plan was amended to allow catch-up contributions effective August 1, 2002. Participants who are age 50 or older by the end of the applicable plan year and have contributed the maximum pretax contributions allowable by the Plan during the plan year may make an additional pretax catch-up contribution. The catch-up contribution was limited to $2,000 for 2003.

      In July 2000, the ITT Corporation Salaried Retirement Plan (“Salaried Plan”) was terminated. In June 2002, the trust for the Salaried Plan was closed and $1,544,316 of residual funds was transferred directly to the Plan for the benefit of future Company matching contributions. During 2003, the Company’s matching contributions were reduced by the remaining residual funds of $127,614.

Vesting

      Participants are immediately vested in their voluntary contributions and earnings thereon. Participants become vested in the Company’s contributions and earnings thereon after three years of service.

Rollover Contributions and 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 sixtieth day following the day on which the individual receives the distribution. Participants leaving the Plan may request rollover distributions to the qualified plan of another employer, an IRA account or to an insurance company IRA annuity.

6

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

SAVINGS AND RETIREMENT PLAN

NOTES TO FINANCIAL STATEMENTS — (Continued)

Participants’ Accounts

      Separate accounts are maintained with respect to Plan participants’ pretax contributions, employer matching contributions and rollover contributions. Each participant’s account is credited with the appropriate contributions and allocation of investment earnings and losses and charged with Plan investment expenses. Allocations of Plan earnings/ losses and expenses are based on the proportion of each participant’s account balance to the total of all account balances for each investment type.

Participant Loans

      Participants may borrow from the vested portion of their accounts. The minimum loan amount is $1,000, restricted to 50% of the participant’s vested account balance. The maximum amount a participant may borrow is equal to the lesser of $50,000 or 50% of their vested account balance, reduced by any outstanding loan balance. A participant may have no more than two loans outstanding at one time. 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. The loans are collateralized by the balance in the participant’s account and bear interest at a fixed rate equal to the prime interest rate plus 1% as of the date of the loan (5% at December 31, 2003). Loans outstanding at December 31, 2003 and 2002 totaled $13,717,159 and $11,637,563, respectively.

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 may also elect to defer distributions subject to certain conditions.

      Withdrawals of a participant’s vested benefits are also permitted upon attainment of age 59 1/2 or, subject to plan provisions, as a hardship distribution.

Forfeitures

      Forfeitures of the nonvested Company contributions are applied to reduce future Company contributions. During 2003, forfeited nonvested accounts reduced Company contributions by $1,228,011. Unallocated forfeited nonvested accounts totaled $157,814 and $257,217 at December 31, 2003 and 2002, respectively.

Administrative Expenses

      Administrative expenses, including investment management and recordkeeping fees, are paid from Plan assets, except to the extent the Company pays such expenses. For the year ended December 31, 2003, substantially all administrative expenses were paid by the Plan. Loan processing fees are deducted from the accounts of participants who have requested loans.

Termination of the Plan

      Although it has not expressed any intent to do so, the Company 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 Plan termination, partial termination or complete discontinuance of contributions, participants become fully vested in the Company contributions. Additionally, any forfeitures that have not been used to reduce Company contributions to the Plan as of the termination will be credited pro rata to the accounts of all participants in accordance with Plan provisions.

7

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

SAVINGS AND RETIREMENT PLAN

NOTES TO FINANCIAL STATEMENTS — (Continued)

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 U.S. generally accepted accounting principles requires the Plan Administrator to make estimates and assumptions that affect the reported amount of assets and net assets and the reported amounts of additions to and deductions from net assets. Actual results may differ from those estimates.

Concentration of Credit Risk and Market 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 risks, such as interest rate, market and credit risks. The Plan’s risk of credit loss is limited to the carrying value of the investments. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in risks in the near term could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits and the statement of changes in net assets available for benefits.

Investments

      Plan investments are presented at fair value. The fair value of the Plan’s investments in mutual funds and Starwood common stock is determined by using quoted market prices from commercial quotation services as of the Plan year end. Fair value of common/ collective trusts is determined by State Street based on the quoted market values of the underlying securities. Participant loans are valued at cost which approximate fair value.

      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.

Benefits Paid to Participants

      Benefits paid to participants are recorded in the period in which they are paid.

Assets Transferred to Other Plans, Net

      Asset transfers from or to other plans represent transfers of participant account balances whenever a participant changes employment between the Company and a non-affiliate of the Company who has elected to participate in a mirror plan to the Starwood Hotels & Resorts Worldwide, Inc. Savings and Retirement Plan.

8

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

SAVINGS AND RETIREMENT PLAN

NOTES TO FINANCIAL STATEMENTS — (Continued)

Note 3.  Investments

      The following investments, along with their respective percentage of net assets available for benefits, represent five percent or more of the Plan’s net assets available for benefits:

	December 31, 2003				December 31, 2002
SSgA Principal Accumulation Return Fund	$	103,121,193	27.6	%	$	94,838,984	32.8	%
Starwood Hotels & Resorts Worldwide, Inc. Common Stock		41,685,741	11.1			29,315,102	10.1
Smith Barney Large Cap Growth Fund Class A		40,621,603	10.9			25,042,823	8.7
SSgA S&P 500 Index Fund		38,063,546	10.2			28,397,675	9.8
Fidelity Diversified International Fund		27,600,974	7.4			18,268,686	6.3
SSgA Strategic Balanced Moderate Fund		26,828,095	7.2			22,773,087	7.9
PIMCO Total Return Admin. Fund		20,965,053	5.6			21,271,048	7.4

      The Plan’s investments (including gains and losses on investments purchased and sold, as well as held during the year) appreciated in value as follows:

	Year Ended
	December 31,
	2003
Common/ Collective trust funds	$	18,001,399
Mutual funds		28,029,001
Starwood Hotels & Resorts Worldwide, Inc. Common Stock		15,290,409
Net appreciation in fair value of investments	$	61,320,809

Note 4.  Tax Status

      The Plan has received a favorable determination letter from the IRS dated October 8, 2003. The determination letter is applicable for amendments adopted by the Plan through January 1, 2002. The Plan was further amended effective January 1, 2003. The Plan Administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC and that the Plan was qualified and the related trust was tax-exempt as of December 31, 2003.

Note 5.  Party-in-Interest Transactions

      Certain Plan investments are held in funds managed by State Street and Smith Barney Fund Management LLC, an affiliate of State Street; therefore these transactions qualify as party-in-interest transactions. In addition, certain Plan investments are in Starwood common stock, qualifying these transactions as party-in-interest transactions.

9

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

SAVINGS AND RETIREMENT PLAN

NOTES TO FINANCIAL STATEMENTS — (Continued)

Note 6.  Reconciliation of Financial Statements to Form 5500

      The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500:

	December 31,
	2003
Net assets available for benefits per the financial statements	$	374,076,897
Amounts allocated to withdrawing participants		(1,179,471	)
Net assets available for benefits per the Form 5500	$	372,897,426

      The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500:

	Year Ended
	December 31,
	2003
Benefits paid to participants per the financial statements	$	37,438,798
Amounts allocated to withdrawing participants at December 31, 2003		1,179,471
Benefits paid to participants per the Form 5500	$	38,618,269

10

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

SAVINGS AND RETIREMENT PLAN

EIN #52-1193298

PLAN #001

SCHEDULE H, LINE 4i — SCHEDULE OF ASSETS (HELD AT END OF YEAR)

December 31, 2003

(a)		(b)	(c)		(d)		(e)
			Description of Investment
			(including maturity, rate of
		Identity of Issue, Borrower,	interest, collateral, par or
		Lessor or Similar Party	maturity value)		Cost		Current Value
	*	State Street Short Term Investment Fund	2,153,013	units		**	$	2,153,013
	*	SSgA Principal Accumulation Return Fund	9,347,443	units		**		103,121,193
	*	SSgA Strategic Balanced Conservative Fund	180,838	units		**		4,049,644
	*	SSgA Strategic Balanced Moderate Fund	1,015,805	units		**		26,828,095
	*	SSgA Strategic Balanced Aggressive Fund	441,451	units		**		13,076,479
	*	SSgA S&P 500 Index Fund	1,025,782	units		**		38,063,546
	*	Smith Barney Fundamental Value A Fund	226,370	units		**		7,746,633
	*	Smith Barney Large Cap Growth Fund Class A	870,724	units		**		40,621,603
	*	Smith Barney Aggressive Growth Fund Class A	426,767	units		**		17,716,872
		PIMCO Total Return Admin. Fund	1,147,708	units		**		20,965,053
		Ariel Appreciation Fund	318,924	units		**		16,142,055
		Fidelity Diversified International Fund	408,016	units		**		27,600,974
	*	Starwood Hotels & Resorts Worldwide, Inc. Common Stock	1,158,903	shares		**		41,685,741
	*	Participant loans	Secured by vested benefits; maturity dates through September 2023; interest rates 5.0% — 11.5%		$	—		13,717,159
							$	373,488,060

* Represents party-in-interest to the Plan.

**  Cost information omitted as participant-directed investment.

11

STARWOOD HOTELS & RESORTS WORLDWIDE, INC.

SAVINGS AND RETIREMENT PLAN

EIN #52-1193298

PLAN #001

SCHEDULE H, LINE 4a — SCHEDULE OF DELINQUENT PARTICIPANT CONTRIBUTIONS

For the Year Ended December 31, 2003

Participant Contributions Transferred Late to Plan	Total that Constitute Nonexempt Prohibited Transactions
$228,103	$228,103

12

EXHIBIT INDEX

      The following exhibit is filed as part of this Annual Report on Form 11-K:

Exhibit
Number		Description of Exhibit
	23.1	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

      We consent to the incorporation by reference in the Registration Statement (Form S-8 Nos. 333-73461 and 333-75859) pertaining to the Savings and Retirement Plan of Starwood Hotels & Resorts Worldwide, Inc. of our report dated June 10, 2004, with respect to the financial statements and schedules of the Starwood Hotels & Resorts Worldwide, Inc. Savings and Retirement Plan included in this Annual Report (Form 11-K) for the year ended December 31, 2003.

/s/ ERNST & YOUNG LLP

New York, New York

June 18, 2004