1
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                        
                              --------------------

                                  FORM 10-Q/A

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1998

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

           FOR THE TRANSITION PERIOD FROM             TO            

                                               
COMMISSION FILE NUMBER: 1-6828                    COMMISSION FILE NUMBER: 1-7959

                                                  STARWOOD HOTELS
STARWOOD HOTELS                                   & RESORTS
& RESORTS                                         WORLDWIDE, INC.
(EXACT NAME OF REGISTRANT                         (EXACT NAME OF REGISTRANT
AS SPECIFIED IN ITS CHARTER)                      AS 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 NO.)             (I.R.S. EMPLOYER IDENTIFICATION NO.)

2231 EAST CAMELBACK ROAD, SUITE 410               2231 EAST CAMELBACK ROAD, SUITE 400
PHOENIX, AZ 85016                                 PHOENIX, AZ 85016
(ADDRESS OF PRINCIPAL EXECUTIVE                   (ADDRESS OF PRINCIPAL EXECUTIVE
OFFICES, INCLUDING ZIP CODE)                      OFFICES, INCLUDING ZIP CODE)

(602) 852-3900                                    (602) 852-3900
(REGISTRANT'S TELEPHONE NUMBER,                   (REGISTRANT'S TELEPHONE NUMBER,
INCLUDING AREA CODE)                              INCLUDING AREA CODE)





     Indicate by check mark whether the Registrants (1) have filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrants were required to file such reports), and (2) have been subject to
such filing requirements for the past 90 days. Yes [X]  No [ ]

     Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.

     189,114,527 common shares of beneficial interest, par value $0.01 per
share, of Starwood Hotels & Resorts paired with 189,114,527 shares of common
stock, par value $0.01 per share, of Starwood Hotels & Resorts Worldwide, Inc.
outstanding as of May 14, 1998.

===============================================================================
   2
                                   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.

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

     /s/ Barry S. Sternlicht                   /s/ Ronald C. Brown
By: _________________________              By: _______________________
         Barry S. Sternlicht                       Ronald C. Brown
         Chairman and                              Executive Vice President and
         Chief Executive Officer                   Chief Financial Officer




Date: May 28, 1998