8-K

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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                            ------------------------
                                    FORM 8-K
                                 CURRENT REPORT

                       PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

         DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): April 5, 2002

                         COMMISSION FILE NUMBER: 1-7959

                    STARWOOD HOTELS & RESORTS WORLDWIDE, INC.
             (Exact name of registrant as specified in its charter)

                                    MARYLAND
         (State or other jurisdiction of incorporation or organization)

                                   52-1193298
                      (I.R.S. employer identification no.)

                             1111 WESTCHESTER AVENUE
                          WHITE PLAINS, NEW YORK 10604
          (Address of principal executive offices, including zip code)

                                 (914) 640-8100
              (Registrant's telephone number, including area code)

                         COMMISSION FILE NUMBER: 1-6828

                            STARWOOD HOTELS & RESORTS
     (Exact name of registrant as specified in its organizational documents)

                                    MARYLAND
         (State or other jurisdiction of incorporation or organization)

                                   52-0901263
                      (I.R.S. employer identification no.)

                             1111 WESTCHESTER AVENUE
                          WHITE PLAINS, NEW YORK 10604
          (Address of principal executive offices, including zip code)

                                 (914) 640-8100
              (Registrant's telephone number, including area code)

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ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

         On April 5, 2002 Starwood Hotels & Resorts Worldwide, Inc. (the
"Corporation") and Starwood Hotels & Resorts (the "Trust") (together, the
"Company") decided to no longer engage Arthur Andersen LLP ("Andersen") as
the Company's independent auditors and engaged Ernst & Young LLP ("Ernst &
Young") to serve as the Company's independent auditors for 2002. This
determination was approved by the Board of Directors of the Corporation and
the Board of Trustees of the Trust upon the recommendation of the Audit
Committees of the Corporation and the Trust. The ratification of the
appointment of Ernst & Young will be considered by the Corporation's
stockholders at the 2002 Annual Meeting to be held on May 17, 2002.

         During the years ended December 31, 2001 and 2000 and through the date
of this proxy statement, there were no disagreements with Andersen on any matter
of accounting principle or practice, financial statement disclosure, or auditing
scope or procedure which, if not resolved to Andersen's satisfaction, would have
caused them to make reference to the subject matter of the disagreement in
connection with their reports.

         The audit reports of Andersen on the Company's consolidated financial
statements as of and for the fiscal years ended December 31, 2001 and 2000 did
not contain any adverse opinion or disclaimer of opinion, nor were they
qualified or modified as to uncertainty, audit scope or accounting principles.

         None of the reportable events described under Item 304(a)(1)(v) of
Regulation S-K occurred within the Company's two most recent fiscal years and
through the date hereof.

         The Company provided Andersen with a copy of the foregoing disclosures.
Attached as Exhibit 16.1 is a copy of Andersen's letter, dated April 5, 2002,
stating its agreement with such statements.

         During the years ended December 31, 2001 and 2000 and through the
date hereof, the Company did not consult Ernst & Young regarding any matters
or events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K.

ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS

         (c) Exhibits

         16.1 Letter from Arthur Andersen LLP to the Securities and Exchange
Commission dated April 5, 2002.

         99.1 Press release dated April 5, 2002 of Starwood Hotels & Resorts
Worldwide, Inc.



                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
each Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

STARWOOD HOTELS & RESORTS                       STARWOOD HOTELS & RESORTS
                                                 WORLDWIDE, INC.

By: /s/ Kenneth S. Siegel                       By: /s/ Kenneth S. Siegel

- -----------------------------                   -----------------------------
Name:  Kenneth S. Siegel                        Name:  Kenneth S. Siegel
Title: Vice President, General                  Title: Executive Vice President,
          Counsel and Secretary                           General Counsel and
                                                          Secretary

Dated: April 5, 2002

EX-16.1

                                                                 EXHIBIT 16.1

Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

April 5, 2002

Dear Sir/Madam:

We have read the first five (5) paragraphs of Item 4 included in the Joint
Current Report on Form 8-K dated April 5, 2002, of Starwood Hotels & Resorts
Worldwide, Inc. and Starwood Hotels & Resorts, to be filed with the Securities
and Exchange Commission and are in agreement with the statements contained
therein.

                                                 Very truly yours,

                                                /s/ Arthur Andersen LLP
                                                ------------------------------
                                                ARTHUR ANDERSEN LLP

cc: Mr. Ronald C. Brown, Executive Vice President and Chief Financial Officer
    Starwood Hotels & Resorts Worldwide, Inc.

EX-99.1

                            [LETTERHEAD OF STARWOOD]

                                                                  EXHIBIT 99.1

FOR IMMEDIATE RELEASE                      CONTACT: K.C. Kavanagh
                                                    Starwood Hotels & Resorts
                                                    (914) 640-8339

                 STARWOOD HOTELS & RESORTS SELECTS ERNST & YOUNG
                           AS ITS INDEPENDENT AUDITOR

WHITE PLAINS, NY - April 5, 2002 - Starwood Hotels & Resorts Worldwide, Inc.
(NYSE: HOT) announced today that its Board of Directors has appointed Ernst &
Young as the Company's independent auditors, replacing Arthur Andersen. The
selection was made after careful consideration of several firms by Starwood's
Board of Directors and Audit Committee.

"Arthur Andersen has served as Starwood's independent auditor since the
acquisition of ITT Corporation in early 1998, providing excellent service and
acting with professionalism and integrity. The decision to change auditors
followed a long and thoughtful review of various alternatives," said Ron Brown,
Starwood's EVP and CFO. "We would like to thank Arthur Andersen for their
efforts on behalf of Starwood, and particularly those individuals with whom we
have worked."

The appointment of Ernst & Young will be submitted to shareholders for
ratification at the Company's annual meeting on May 17, 2002. The Company will
file a Form 8-K with the Securities and Exchange Commission with respect to the
change in outside auditors.

Starwood Hotels & Resorts Worldwide, Inc. (NYSE:HOT) is one of the leading hotel
and leisure companies in the world with more than 740 properties in more than 80
countries and 110,000 employees at its owned and managed properties. With
internationally renowned brands, Starwood is a fully integrated owner, operator
and franchiser of hotels and resorts including: St. Regis, The Luxury
Collection, Sheraton, Westin, Four Points by Sheraton, W brands, as well as
Starwood Vacation Ownership, Inc., one of the premier developers and




operators of high quality vacation interval ownership resorts. For more
information, please visit www.starwood.com.

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