8-K

   1





                                    FORM 8-K

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                           the Securities Act of 1934

Date of Report (Date of earliest event reported):  January 4, 1996

Commission file number:                    Commission file number:
1-6828                                     1-7959

STARWOOD LODGING TRUST                     STARWOOD LODGING CORPORATION
(Exact name of registrant as               (Exact name of registrant as
specified in its charter)                  specified in its charter)

Maryland                                   Maryland
(State or other jurisdiction               (State or other jurisdiction
of incorporation or organization)          of incorporation or organization)

52-0901263                                 52-1193298
(I.R.S. employer identification            (I.R.S. employer identification
number)                                    number)

11845 W. Olympic Blvd., Suite 550          11845 W. Olympic Blvd., Suite 560
Los Angeles, California  90064             Los Angeles, California  90064
(Address of principal executive            (Address of principal executive
offices, including zip code)               offices, including zip code)

310-575-3900                               310-575-3900
(Registrant's telephone number,            (Registrant's telephone number,
including area code)                       including area code)

                                 Not applicable
         (Former name or former address, if changed since last report)
   2
Item 5.  Other Events.

                 On January 4, 1996, Starwood Lodging Trust and Starwood
Lodging Corporation announced jointly that they completed a transaction to
acquire the Grand Hotel in Washington, D.C.

                 A copy of the press release is filed as an exhibit to this
Form 8-K.

Item 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

         (a)     FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.  Consummation of
this acquisition reflects a significant, cumulative, aggregate impact of
individually acquired insignificant assets since the Registrants' most recently
filed financial statements.  Accordingly, historical financial statements to be
provided in this Form 8-K will be filed under cover of Form 8-K/A not later
than 60 days after this Form 8-K must be filed.

         (b)     PRO FORMA FINANCIAL INFORMATION.  Consummation of this
acquisition reflects a significant, cumulative, aggregate impact of
individually acquired insignificant assets since the Registrants' most recently
filed financial statements.  Accordingly, pro forma financial information to be
provided in this Form 8-K will be filed under cover of Form 8-K/A not later
than 60 days after this Form 8-K must be filed.

         Exhibits.

         99.1    Form of press release dated January 5, 1996.





   3
                                   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, thereto duly authorized.

HOTEL INVESTORS TRUST                         HOTEL INVESTORS CORPORATION



By:  /s/ RONALD C. BROWN                      By:  /s/ KENNETH J. BIEHL   
- ----------------------------                  ----------------------------
         Ronald C. Brown                               Kenneth J. Biehl
         Vice President and                            Vice President and
         Chief Financial Officer                       Principal Financial and
                                                       Accounting Officer



Date:    January 18, 1996





                                      -3-
   4
                                 EXHIBIT INDEX







      Exhibit                                                               Sequentially
       Number                  Description of Exhibit                       Numbered Page
      -------                  ----------------------                       -------------
                        
        99.1               Form of press release dated
                           January 5, 1996






                                      -4-

EX-99.1

   1
                                                                    EXHIBIT 99.1

                STARWOOD LODGING PURCHASES THE GRAND HOTEL TO BE
                   RENAMED THE WESTIN HOTEL, WASHINGTON, D.C.


         LOS ANGELES, California (January 5, 1996) -- Starwood Lodging Trust
(the "Trust"), a real estate investment trust, and Starwood Lodging Corporation
(the "Corporation"), a hotel management and operating company, whose shares are
paired and trade on the New York Stock Exchange (NYSE: HOT), today announced
they have completed the purchase of the Grand Hotel, a 263-room (including 25
suites) luxury property located in the Georgetown area of Washington, D.C. on
the corner of M and 24th Streets.  The Hotel will be managed by the Corporation
and franchised by Westin Hotels and Resorts and will be renamed the Westin
Hotel, Washington, D.C., effective February 1, 1996.

         The Trust's and the Corporation's total purchase price of $33 million
represents a price of $125,000 per room, or approximately 50% of replacement
cost.  The Trust structured an earn-out payment to the seller based upon the
asset meeting certain cash-flow targets.  The Grand Hotel was built in 1984,
and is located directly across the street from the Park Hyatt Hotel, for which
Hyatt paid $194,000 per room in late 1995, and is catty-corner to the ANA
Hotel, which was acquired in 1990 at a cost of $244,000 per room.  The Grand
Hotel lobby, guestrooms and public space have all been recently renovated, and
one of the hotel's restaurants has undergone a complete refurbishment and has
reopened as the M-Street Cafe.  The Trust will complete the public-area and
soft-goods renovation already under way and continue to upgrade the property
over the next 12 months at an anticipated cost of approximately $2 million.

         Barry S. Sternlicht, chairman and chief executive officer of the
Trust, stated, "The Grand Hotel is illustrative of the type of quality assets
that Starwood intends to acquire.  This first-class hotel is located in a major
metropolitan area with strong occupancy and significant barriers to entry that
make future increases in the competitive supply less likely.  The addition of
the Westin brand should help us drive rate and occupancy so that the brand can
take its proper place among Washington, D.C.'s best hotels."

         Jeffrey C. Lapin, president and chief operating officer of the Trust,
added, "Implementation of Starwood management and conversion to a Westin
franchise will enable the Trust to reposition the asset and improve revenues
over current levels.  The property is currently underperforming as compared to
its competitors and the overall market."

         Including the Grand Hotel and the announced acquisition of the
Doubletree portfolio and the Boston Park Plaza Hotel, the Trust and the
Corporation will have closed on eleven hotel transactions aggregating
approximately 4,170 rooms at a total acquisition cost of approximately $336
million since the completion of their $271 million public offering in July
1995.





                                      -5-
   2
         The Trust, which conducts all of its business as the general partner
of SLT Realty Limited Partnership, is the only hotel REIT whose shares are
paired with those of a hotel operating company, Starwood Lodging Corporation.
Including the Grand Hotel and the announced acquisitions, the Trust will own
equity and mortgage interests in 53 hotels with approximately 12,400 rooms
located in 21 states and the District of Columbia, including two hotel/casinos
located in Las Vegas.  The equity portfolio includes 27 franchise locations,
such as Embassy Suites, Marriott, Sheraton, Doubletree, Radisson, Holiday Inn
and Best Western, as well as 13 independent properties.

         The Corporation, which conducts substantially all of its business as
managing general partner of SLC Operating Limited Partnership, leases
properties from the Trust and operates them directly or through third-party
management companies.





                                      -6-