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 24, 1998
 
                         COMMISSION FILE NUMBER: 1-6828
 
                               STARWOOD HOTELS &
                                    RESORTS
               (Exact name of registrant as specified in charter)
 
                                    MARYLAND
                          (State or other jurisdiction
                               of incorporation)
 
                                     1-6828
                            (Commission file number)
 
                                   52-0901263
                      (I.R.S. employer identification no.)
 
                      2231 EAST CAMELBACK ROAD., SUITE 410
                             PHOENIX, ARIZONA 85016
                        (Address of principal executive
                          offices, including zip code)
 
                                 (602) 852-3900
              (Registrant's telephone number, including area code)
 
                               STARWOOD HOTELS &
                            RESORTS WORLDWIDE, INC.
               (Exact name of registrant as specified in charter)
 
                                    MARYLAND
                          (State or other jurisdiction
                       of incorporation or organization)
 
                                     1-7959
                            (Commission file number)
 
                                   52-1193298
                      (I.R.S. employer identification no.)
 
                      2231 EAST CAMELBACK ROAD, SUITE 400
                             PHOENIX, ARIZONA 85016
                        (Address of principal executive
                          offices, including zip code)
 
                                 (602) 852-3900
              (Registrant's telephone number, including area code)
 
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ITEM 4. CHANGES IN REGISTRANTS' CERTIFYING ACCOUNTANT.
 
(a) Previous independent accountants.
 
      (i) On April 24, 1998, Starwood Hotels & Resorts (the "Trust") and
          Starwood Hotels & Resorts Worldwide, Inc. (the "Corporation," and the
          Trust and the Corporation together the "Company") dismissed Coopers &
          Lybrand LLP as the Company's independent accountants.
 
      (ii) The reports of Coopers & Lybrand LLP on the financial statements of
           the Company for the past two fiscal years contain no adverse opinion
           or disclaimer of opinion and were not qualified or modified as to
           uncertainty, audit scope or accounting principles.
 
      (iii) The Audit Committee of the Board of Trustees of the Trust and the
            Audit Committee of the Board of the Directors of the Corporation
            participated in and approved the decision to change independent
            accountants.
 
      (iv) In connection with Coopers & Lybrand LLP's audits for the Company's
           two most recent fiscal years and through April 24, 1998, there have
           been no disagreements with Coopers & Lybrand LLP on any matter of
           accounting principles or practices, financial statement disclosure or
           auditing scope or procedure which disagreements if not resolved to
           the satisfaction of Coopers & Lybrand LLP would have caused them to
           make reference thereto in their report on the financial statements
           for such years.
 
      (v) During the Company's two most recent fiscal years and through April
          24, 1998, there has been no reportable event as defined in Regulation
          S-K Item 304(a)(1)(v).
 
      (vi) The Company has requested that Coopers & Lybrand LLP furnish the
           Company with a letter addressed to the SEC stating whether or not
           Coopers & Lybrand LLP agrees with the above statements. A copy of
           such letter, dated May 1, 1998, is filed as Exhibit 16.1 to this
           report.
 
(b) New independent accountants.
 
      (i) The Company engaged Arthur Andersen LLP, the auditors of ITT
          Corporation and of Westin Hotels & Resorts Worldwide, Inc. and certain
          affiliates prior to such entities' acquisition by the Company, as the
          Company's new independent accountants as of April 24, 1998.
 
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
 
              (c) Exhibits.
 
              16.1  Letter of Coopers & Lybrand LLP dated May 1, 1998.
 
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                                   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 hereunto duly authorized.
 
                                          STARWOOD HOTELS & RESORTS
 
Date: May 1, 1998                         By: /s/ BARRY S. STERNLICHT
                                            ------------------------------------
                                            Barry S. Sternlicht
                                            Chairman and
                                            Chief Executive Officer
 
                                          STARWOOD HOTELS & RESORTS
                                                WORLDWIDE, INC.
 
Date: May 1, 1998                         By: /s/ RONALD C. BROWN
                                            ------------------------------------
                                            Ronald C. Brown
                                            Executive Vice President
 
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EX-16.1

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Exhibit 16


May 1, 1998


Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549

Commissioners:

We have read the statements made by Starwood Hotels & Resorts and Starwood
Hotels & Resorts Worldwide, Inc. (together the "Company") (copy attached),
which we understand will be filed with the Commission, pursuant to Item 4 of
Form 8-K, as part of the Company's Form 8-K report dated April 24, 1998. We
agree with the statements concerning our firm in such Form 8-K.

Very truly yours,

/s/ COOPERS & LYBRAND L.L.P.

Coopers & Lybrand L.L.P.