8-K

                     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 
  
                                April 27, 1999                           
              ------------------------------------------------
              Date of Report (Date of Earliest Event Reported) 
  
                   Starwood Hotels & Resorts Worldwide, Inc.          
    ----------------------------------------------------------------------
    (Exact Name of Registrant as Specified in its Organizational Documents) 
  
           Maryland                      1-7959             52-1193298   
  ---------------------------          ------------     -------------------
 (State or Other Jurisdiction          (Commission        (IRS Employer  
      of Incorporation)                File Number)     Identification No.) 
  
                             777 Westchester Avenue
                         White Plains, New York 10604
             -----------------------------------------------------
             (Address of Principal Executive Offices and Zip Code) 
  
                                (914) 640-8100                              
            ----------------------------------------------------- 
             (Registrant's Telephone Number, Including Area Code) 
  
                                Not Applicable
        -------------------------------------------------------------
        (Former Name or Former Address, if Changed Since Last Report) 
  
                           Starwood Hotels & Resorts
             -------------------------------------------------
             (Exact Name of Registrant as Specified in Charter) 
  
       Maryland                          1-6828          52-0901263    
 (State or Other Jurisdiction              (Commission    (IRS Employer  
   of Incorporation)  File Number) Identification No.) 
  
                             777 Westchester Avenue
                         White Plains, New York 10604
            ----------------------------------------------------
           (Address of Principal Executive Offices and Zip Code) 
  
                                (914) 640-8100                              
            ---------------------------------------------------
            (Registrant's Telephone Number, Including Area Code) 
  
                                Not Applicable
       ------------------------------------------------------------
       (Former Name or Former Address, if Changed Since Last Report) 



 ITEM 5.  OTHER EVENTS. 
  
      On April 27, 1999, Starwood Hotels & Resorts Worldwide, Inc. entered
 into a Stock Purchase Agreement, together with ITT Sheraton Corporation,
 Starwood Canada Corp., Caesars World, Inc., Sheraton Desert Inn
 Corporation, Sheraton Tunica Corporation and Park Place Entertainment
 Corporation to sell (a) all of the issued and outstanding common stock of
 Caesars World, Inc. and Sheraton Tunica Corporation and (b) Starwood Canada
 Corp.'s partnership interests in Metropolitan Entertainment Group to Park
 Place Entertainment Corporation for approximately $3.0 billion.  The sale
 is expected to close in the fourth quarter of 1999, and is subject to the
 satisfaction of various conditions, including but not limited to obtaining
 certain regulatory approvals. The joint press release announcing that the
 Stock Purchase Agreement was entered into is included as Exhibit 99.1
 hereto and is incorporated herein by reference.

 ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. 
       
  
      (a)  Financial statements of business acquired: 
  
           Not applicable 
  
  
      (b)  Pro forma financial statements: 
  
           Not applicable 
  
  
      (c)  Exhibits. 
  
      99.1   Joint Press Release of Park Place Entertainment and Starwood
             Hotels & Resorts Worldwide, Inc. issued April 27, 1999. 
               

                                 SIGNATURE 
  
      Pursuant to the requirements of the Securities Exchange Act of 1934,
 the registrant has duly caused this report to be signed on its behalf by
 the undersigned hereunto duly authorized. 
  
 Date:  May 7, 1999 
                          STARWOOD HOTELS & RESORTS  
                          WORLDWIDE, INC. 
  
                          By:  /s/ THOMAS C. JANSON, JR.                     
                             -------------------------------------------
                             Thomas C. Janson, Jr. 
                             Executive Vice President, General Counsel 
                             and Secretary 
  
  
  
  
                          STARWOOD HOTELS AND RESORTS 
  
                          By:  /s/ THOMAS C. JANSON, JR.                     
                             -------------------------------------------
                             Thomas C. Janson, Jr. 
                             Vice President, General Counsel 
                             and Assistant Secretary



                               Exhibit Index 
  
 Exhibit   Description 
  
 99.1      Joint Press Release of Park Place Entertainment and Starwood
           Hotels & Resorts Worldwide, Inc. issued April 27, 1999. 

EX-99

                                                               Exhibit 99.1 
  
  
  
 Contacts: Geoffrey Davis 
           Park Place Entertainment 
           212-872-4603 
  
           Jim Gallagher (Media) 
           Starwood Hotels 
           914-640-8194 
  
           Dan Gibson (Investors) 
           Starwood Hotels 
           914-640-8175 
  
  
                PARK PLACE ENTERTAINMENT ANNOUNCES ACQUISITION OF
                     CAESARS WORLD INC. FROM STARWOOD HOTELS
  
  
 NEW YORK APRIL 27, 1999 - Park Place Entertainment Corporation (NYSE: PPE)
 announced today that it has entered into a definitive agreement to acquire
 Caesars World Inc. and other gaming assets from Starwood Hotels & Resorts
 Worldwide, Inc. (NYSE: HOT) for total consideration of $3.0 billion.  This
 sale excludes the Desert Inn in Las Vegas. 
  
 The all-cash transaction has been approved by the Board of Directors of
 both companies and is expected to close in the fourth quarter of 1999. 
 Completion is subject to the satisfaction of various conditions contained
 in the purchase agreement, including obtaining certain regulatory
 approvals. 
  
 Starwood's gaming assets include the Caesars Palace in Las Vegas; Caesars
 Atlantic City; Caesars Tahoe; Glory of Rome riverboat in Harrison County,
 Indiana; the Sheraton Casino & Hotel in Tunica, Mississippi; management of
 the slot operations at Dover Downs Racetrack in Dover, Delaware; and
 various other joint venture, real estate and management contract interests
 or licences for gaming properties in Halifax and Sydney, Nova Scotia;
 Windsor, Ontario; Manila, Philippines; and Gauteng Province of South
 Africa. 
  
 "This is an important transaction in that it provides significant benefits
 for both companies," said Arthur Goldberg, president and CEO of Park Place. 
 "It meets all the conditions we established for making an acquisition - it
 provides strategic assets; it should be accretive to earnings in the first
 year; and it has potential for future growth opportunities." 
  
 "The acquisition of Caesars is strategic in that we obtain an
 internationally recognized brand name and a portoloico of premier gaming
 assets.  These assets enhance our geographic diversification by providing
 an immediate leadership position in Indiana, the fifth largest gaming
 market in the United States, and by broadening our international presence
 with additional interests in Canada, the Phillippines and South Africa,"
 continued Mr. Goldberg. 
  
 "By acquiring the Caesars' brand name and related customer database, we
 plan to heavily cross market between our destination resorts.  This will
 boost revenues and expand the markets where we operate." 
  
 "Furthermore, we expect this transaction to be accretive to earnings in the
 first year and, given our track record in integrating casino operations, we
 should achieve significant synergies leading to additional profits.  We
 also pick-up strategically located, undeveloped land parcels in Atlantic
 City and Las Vegas that can be used for future development,"  said Mr.
 Goldberg. 
  
 Barry S. Sternlicht, chairman and chief executive of Starwood said, "Over
 the past several months, it became increasingly clear that it would be best
 for our company to focus on our core global hotel business.  The volatility
 of the high end of the gaming business and the requirements of the business
 for major ongoing capital investment were key to our decisions to sell
 Caesars, which remains the most recognized name in the gaming industry.  We
 are very pleased that we could come to an agreement with a world class
 owner/operator like Park Place Entertainment headed by Arthur Goldberg at a
 price that makes the transaction EPS accretive for Starwood." 
  
 "We will use the proceeds of the transaction to pay down debt, strengthen
 our balance sheet and significantly reduce our cost of financing.  As a
 result, we expect our debt rating to improve to investment grade,"  Mr.
 Sternlicht said. 
  
 "With the sale of our gaming business, we will have sold approximately $6
 billion of assets since February of 1998.  This represents a significant
 portion of the total price we paid for ITT and we continue to own ITT's
 crown jewels - the Sheraton, St. Regis/Luxury Collection, CIGA and Four
 Points by Sheraton hotel brands - nearly 500 hotel properties with more
 than 140,000 rooms,"  Mr. Sterlicht said. 
  
 Starwood, through its subsidiaries, operates the St. Regis/Luxury
 Collection, Westin, Sheraton, Four Points and W brands, and is one of the
 leading hotel companies in the world, with more than 700 hotels in 72
 countries and approximately 130,000 employees. 
  
 Park Place was created on December 31, 1998 through the tax-free
 distribution of Hilton Hotels Corporation's gaming division to its
 shareholders and the subsequent merger with Grand Casinos, Inc.  Park Place
 is the only casino gaming company with a leading presence in Nevada, New
 Jersey, and Mississippi - the three largest gaming markets in the United
 States. 
  
 Upon completion of the transaction, Park Place will have interests in 29
 gaming properties located throughout the United States and around the world
 with nearly 2 million square feet of gaming space and approximately 28,000
 hotel rooms. 
  
  
 Note:  This press release contains" forward-looking statements" within the
 meaning of federal securities law, including statements concerning business
 strategies and their intended results, and similar statements concerning
 anticipated future events and expectations that are not historical facts. 
 The forward-looking statements in this press release are subject to
 numerous risks and uncertainties, which could cause actual results to
 differ materially from those expressed in or implied by the statements
 herein.  Additional information concerning potential factors that could
 affect future financial results is included in the both Company's Annual
 Reports on Form 10-K for the year ended December 31, 1998. 
  
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