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                                                                    Exhibit 10.8

March 25, 1998

Mr. Ronald C. Brown
6026 E. Cholla Lane
Scottsdale, AZ 85253

Dear Ron,

We are very pleased to extend to you this offer of employment as Executive Vice
President and Chief Financial Officer, Starwood Hotels and Resorts Worldwide,
Inc. ("Starwood" or the "Company"). The following will outline the specifics of
this offer of employment:

POSITION:

You shall be the Executive Vice President and Chief Financial Officer of
Starwood and shall perform such duties and services as will be assigned to you.
You shall devote your full time and attention to the affairs of the Company and
to your duties as Executive Vice President and Chief Financial Officer.

BASE SALARY:

Your initial base salary, expressed in semi-monthly terms, will be $13,541.67
(or on an annualized basis equivalent to $325,000) annualized from the date
hereof and will be subject to the appropriate withholdings for FICA, state and
federal unemployment tax and Medicare.

BONUS:

You will be eligible to receive a performance bonus based upon achieving
specified performance criteria which will be established and approved. The
maximum bonus will be defined in accordance with the Company's new plan which
will be recommended and must be approved by the Board of Directors.

RETENTION BONUS:

In lieu of the base salary payment for change of control, you will be paid a
retention bonus equal to one year's base salary, at your current base salary
level, conditioned upon your staying with the Company at least one year after
the ITT Merger. If you voluntarily leave the employ of the Company within that
one year period, you would be obligated to repay the Company the retention
bonus and the tax payment on the restricted stock.

EMPLOYEE BENEFITS:

You shall be eligible to participate in all employee benefit programs as are
generally available to other key executives of the Company.

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OPTIONS:

The Company will recommend to the Options Committee an additional grant of
options for 10,000 Paired Shares for you in accordance with the Long Term
Incentive Plan (the "LTIP") at current market, which would be exercisable at the
then fair market value of the Paired Shares in accordance with the LTIP and
would vest over the normal three year period following the grant.

TAXES ON RESTRICTED STOCK

You received a restricted stock Award under the Company's 1995 LTIP in August
of 1996. The Company will pay you an amount to cover taxes on the Paired Shares
included in that Award. The amount of the payment would be 40% of the market
value of Paired Shares at the time of vesting (but not in excess of $53 per
Paired Share) multiplied by the number of Paired Shares then vesting. If you
voluntarily leave the employ of the Company within that one year period, you
would be obligated to repay the Company the tax payment on the restricted stock.

TERMINATION/SEVERANCE:

The Company reserves the right to terminate your employment with or without
cause at any time. In the event of an involuntary termination without cause, or
relocation of the Finance offices from Phoenix, a material change in control of
the Company, or in the event of any breach by the Company of your employment
agreement entitling you to terminate same (after expiration of applicable notice
and cure periods for the benefit of the Company), you shall receive, as your
sole right, exclusive remedy and liquidated damages, a one time termination
payment equal to twelve (12) months base salary. In addition, the vesting of
your options shall be accelerated at the date of such termination. The Company
will also continue to provide medical benefits coverage during the twelve (12)
month period subsequent to the termination of your employment.

No severance shall be due in the event that you are terminated for gross
misconduct or in the event that you leave the full-time employ of the Company
voluntarily.

In the event of any employment-related disputes with respect to your employment
by the Company, you and the Company agree that the same shall be resolved
through binding arbitration in the jurisdiction of the Company's headquarters
and in accordance with the rules and procedures from time to time of the
American Arbitration Association.

This letter represents the entirety of our agreement with respect to your
employment and any prior discussions or negotiations are hereby merged herein.

If this offer is acceptable to you, then please sign this letter in the space
provided below and send it to my attention.

Very truly yours,

STARWOOD HOTELS AND RESORTS WORLDWIDE, INC.

/s/ Susan R. Bolger
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Susan R. Bolger
Executive Vice President, Human Resources


ACCEPTED AND AGREED TO:

/s/ Ronald C. Brown
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Ronald C. Brown