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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
 
   
                                  FORM 10-K/A
    
                            ------------------------
[X] JOINT ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934
 
                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
                                       OR
 
[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934
             FOR THE TRANSITION PERIOD FROM           TO
 
<TABLE>
<S>                                                  <C>
           COMMISSION FILE NUMBER: 1-6828                       COMMISSION FILE NUMBER: 1-7959
                  STARWOOD LODGING                                     STARWOOD LODGING
                        TRUST                                             CORPORATION
    (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS        (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS
                         CHARTER)                                          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 E. CAMELBACK ROAD, SUITE 410                    2231 E. CAMELBACK ROAD, SUITE 400
               PHOENIX, ARIZONA 85016                               PHOENIX, ARIZONA 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)
</TABLE>
 
                            ------------------------
 
           SECURITIES REGISTERED PURSUANT TO SECTION 12(b)OF THE ACT:
 
<TABLE>
<CAPTION>
                                                                     NAME OF EACH EXCHANGE
                 TITLE OF EACH CLASS                                  ON WHICH REGISTERED
----------------------------------------------------------------------------------------------------------
<S>                                                  <C>
 Shares of Beneficial Interest, $0.01 per value, of                 New York Stock Exchange
                       Starwood
     Lodging Trust ("Trust Shares") paired with
     Shares of Common Stock, $0.01 par value, of
 Starwood Lodging Corporation ("Corporation Shares")
</TABLE>
 
           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT
 
                                      NONE
 
     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 by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of each Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.  [ ]
 
As of March 7, 1997, the aggregate market value of the Registrants' voting stock
held by non-affiliates(1) was $1,730,804,119.
 
As of February 28, 1997 the Registrants had outstanding 42,975,478 Trust Shares
and 42,975,478 Corporation Shares.
 
---------------
 
(1) For purposes of this Joint Annual Report only, includes all voting shares
    other than those held by the Registrants' Trustees or Directors and
    Executive Officers.
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     Item 5 of the Joint Annual Report on Form 10-K for the year ended December
31, 1996 filed by Starwood Lodging Trust and Starwood Lodging Corporation is
hereby amended to read in its entirety as follows:
    
 
ITEM 5.  MARKET FOR REGISTRANTS' COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
 
MARKET INFORMATION
 
     The Paired Shares are traded principally on the New York Stock Exchange
(the "NYSE") under the symbol "HOT".
 
     The following table sets forth, for the fiscal periods indicated, the high
and low sales prices per Paired Share on the NYSE Composite Tape (as adjusted
for the one-for-six reverse stock split in June 1995 and the three-for-two stock
split in January 1997).
 
<TABLE>
<CAPTION>
                                                                    DISTRIBUTIONS       RETURN OF CAPITAL
                                                   HIGH     LOW         MADE              GAAP BASIS(a)
                                                  ------   ------   -------------       -----------------
<S>                                               <C>      <C>      <C>                 <C>
1996
First quarter..................................   $23.25   $19.67       $0.31                 $0.11
Second quarter.................................   $25.75   $21.17       $0.33                    --
Third quarter..................................   $27.92   $22.08       $0.33                 $0.14
Fourth quarter.................................   $36.75   $27.42       $0.39(b)(c)           $0.22
 
1995
First quarter..................................   $16.00   $10.50        None                   N/A
Second quarter.................................   $16.50   $14.00        None                   N/A
Third quarter..................................   $19.42   $15.75       $0.31                 $0.14
Fourth quarter.................................   $20.00   $17.92       $0.31(d)              $0.11
</TABLE>
 
---------------
 
(a) Represents distributions per Paired Share in excess of net income per Paired
    Share on a GAAP basis, and is not the same as return of capital on a tax
    basis.
 
(b) The Trust declared a distribution for the fourth quarter of 1996 to
    shareholders of record on December 30, 1996. The distribution was paid in
    January 1997.
 
(c) During the fourth quarter of 1996 the Trust and the Corporation each
    declared a three-for-two stock split in the form of a 50% stock dividend
    payable to shareholders of record on December 30, 1996. The stock dividend
    was paid in January 1997.
 
(d) The Trust declared a distribution for the fourth quarter of 1995 to
    shareholders of record on December 29, 1995. The distribution was paid in
    January 1996.
 
HOLDERS
 
     As of February 28, 1997, there were approximately 1,869 holders of record
of Paired Shares.
 
DISTRIBUTIONS MADE/DECLARED
 
     During the fourth quarter of 1996 the Trust and the Corporation each
declared a three-for-two stock split in the form of a 50% stock dividend payable
to shareholders of record on December 30, 1996. The stock dividend was paid in
January 1997. The Trust declared and paid dividends of $0.31, $0.33, $0.33 and
$0.39 per share (as adjusted for the three-for-two stock split in January 1997)
for the first, second, third and fourth quarters of 1996 respectively. The
fourth quarter dividend was paid in January 1997. The Trust declared and paid a
dividend of $0.31 per share (as adjusted for the three-for-two stock split in
January 1997) for the third and fourth quarters of 1995. The fourth quarter
dividend was paid in January 1996. No distributions were made by the Trust
during 1994. The Corporation has not paid any cash dividends since its
organization and does not anticipate that it will make any such distributions in
the near future. Under the terms of the Lines of
 
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Credit, Starwood Lodging is generally permitted to distribute to its
shareholders on an annual basis an amount equal to the greatest of (1) 95% of
combined funds from operations for any four consecutive calendar quarters; (2)
an amount sufficient to maintain the Trust's tax status as a real estate
investment trust; and (3) the amount necessary for the Trust to avoid the
payment of federal income or excise tax.
 
   
RECENT SALES OF UNREGISTERED SECURITIES
    
 
   
     During the year ended December 31, 1996, the Trust and the Corporation
issued 42,217 Paired Shares (as adjusted for the three-for-two stock split in
January 1997) in exchange for a like number of limited partnership units of the
Realty Partnership and the Operating Partnership. In addition, in partial
consideration for the acquisition of the Doubletree Guest Suites and Days Inn in
Philadelphia, Pennsylvania each of the Realty Partnership and the Operating
Partnership issued 72,601 limited partnership units (as adjusted for the
three-for-two split in January 1997). The limited partnership units in the
Realty Partnership and the Operating Partnership are exchangeable for, at the
option of the Trust and the Corporation, either cash, Paired Shares (at the rate
of one Paired Share for a limited partnership unit of the Realty Partnership
together with a limited partnership unit of the Operating Partnership) or a
combination of cash and Paired Shares. The issuance of Paired Shares by the
Trust and the Corporation and the issuance of limited partnership units by the
Partnerships was each exempt from registration under the Securities Act of 1933,
as amended (the "Securities Act"), pursuant to Section 4(2) of the Securities
Act.
    
 
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                                   SIGNATURE
 
     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
                                          STARWOOD LODGING TRUST
                                          (Registrant)
 
                                          By: /s/ RONALD C. BROWN
                                            ------------------------------------
                                            Ronald C. Brown, Senior Vice
                                              President
 
   
Date: April 24, 1997
    
 
     Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
Registrant in the capacities and on the dates indicated.
 
   
<TABLE>
<CAPTION>
               SIGNATURE                                  TITLE                       DATE
----------------------------------------  -------------------------------------  ---------------
<S>                                       <C>                                    <C>
 
/s/ BARRY S. STERNLICHT                   Chairman, Chief Executive Officer and   April 24, 1997
----------------------------------------    Trustee (Principal Executive
Barry S. Sternlicht                         Officer)
 
/s/ GARY M. MENDELL                       President and Trustee                   April 24, 1997
----------------------------------------
Gary M. Mendell
 
/s/ RONALD C. BROWN                       Senior Vice President and Chief         April 24, 1997
----------------------------------------    Financial Officer (Principal
Ronald C. Brown                             Financial and Accounting Officer)
 
/s/ STEVEN R. GOLDMAN                     Senior Vice President and Trustee       April 24, 1997
----------------------------------------
Steven R. Goldman
 
/s/ BRUCE W. DUNCAN                       Trustee                                 April 24, 1997
----------------------------------------
Bruce W. Duncan
 
/s/ MADISON F. GROSE                      Trustee                                 April 24, 1997
----------------------------------------
Madison F. Grose
/s/ ROGER S. PRATT                        Trustee                                 April 24, 1997
----------------------------------------
Roger S. Pratt
 
/s/ STEPHEN R. QUAZZO                     Trustee                                 April 24, 1997
----------------------------------------
Stephen R. Quazzo
 
/s/ WILLIAM E. SIMMS                      Trustee                                 April 24, 1997
----------------------------------------
William E. Simms
 
/s/ DANIEL H. STERN                       Trustee                                 April 24, 1997
----------------------------------------
Daniel H. Stern
</TABLE>
    
 
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                                   SIGNATURE
 
     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
 
                                          STARWOOD LODGING CORPORATION
                                          (Registrant)
 
   
Date: April 24, 1997                      By: /s/ ALAN M. SCHNAID
    
                                            ------------------------------------
                                            Alan M. Schnaid, Vice President
 
     Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
Registrant in the capacities and on the dates indicated.
 
   
<TABLE>
<CAPTION>
               SIGNATURE                                  TITLE                       DATE
----------------------------------------  -------------------------------------  ---------------
 
<S>                                       <C>                                    <C>
 
/s/ EARLE F. JONES                        Chairman of the Board of Directors      April 24, 1997
----------------------------------------    and Director
Earle F. Jones
 
/s/ ERIC A. DANZIGER                      President and Chief Executive Officer   April 24, 1997
----------------------------------------    (Principal Executive Officer and
Eric A. Danziger                            Director)
 
/s/ THEODORE W. DARNALL                   Executive Vice President and Chief      April 24, 1997
----------------------------------------    Operating Officer
Theodore W. Darnall
 
/s/ ALAN M. SCHNAID                       Vice President and Corporate            April 24, 1997
----------------------------------------    Controller (Principal Accounting
Alan M. Schnaid                             Officer)
 
/s/ JEAN-MARC CHAPUS                      Director                                April 24, 1997
----------------------------------------
Jean-Marc Chapus
 
/s/ JONATHAN D. EILIAN                    Director                                April 24, 1997
----------------------------------------
Jonathan D. Eilian
/s/ GRAEME W. HENDERSON                   Director                                April 24, 1997
----------------------------------------
Graeme W. Henderson
 
/s/ MICHAEL A. LEVEN                      Director                                April 24, 1997
----------------------------------------
Michael A. Leven
 
/s/ BARRY S. STERNLICHT                   Director                                April 24, 1997
----------------------------------------
Barry S. Sternlicht
 
/s/ DANIEL W. YIH                         Director                                April 24, 1997
----------------------------------------
Daniel W. Yih
</TABLE>
    
 
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