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                                                                     Exhibit 3.4

                              AMENDED AND RESTATED
                                    BYLAWS OF

                          STARWOOD LODGING CORPORATION

                     (AS AMENDED THROUGH DECEMBER 18, 1997)



                                    ARTICLE I

                                     OFFICES

                  In addition to the required principal office, the Corporation
may have such offices at such places, both within and without the State of
Maryland, as the Board of Directors from time to time determines or as the
business of the Corporation from time to time requires.


                                   ARTICLE II

                          MEETINGS OF THE STOCKHOLDERS

                  SECTION 1. ANNUAL MEETINGS. Annual meetings of the
stockholders shall be held on such date and at such time and at such place in
the United States (within or without the State of Maryland) as is designated
from time to time by the Board of Directors and stated in the notice of the
meeting. At each annual meeting the stockholders shall elect Directors and shall
transact such other business as may properly be brought before the meeting.

                  SECTION 2. SPECIAL MEETINGS. Unless otherwise prescribed by
law, the Articles of Incorporation or these Bylaws, special meetings of the
stockholders for any purpose or purposes may be called by the Board of
Directors, the Chairman of the Board or any two or more Directors, or by the
Secretary upon the written request of stockholders owning not less than a
majority of the shares of capital stock of the Corporation issued and
outstanding and entitled to vote at any such meeting. Special meetings shall be
held at such place in the United States (within or without the State of
Maryland) as is designated by the Board of Directors and stated in the notice of
the meeting. Requests for special meetings shall state the purpose or purposes
of the proposed meeting. Unless requested by stockholders entitled to cast a
majority of all votes entitled to be cast at the meeting, a special meeting need
not be called to consider any matter which is


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substantially the same as a matter voted on at any special meeting of the
stockholders held during the preceding twelve (12) months.

                  Within twenty (20) days after the Corporation receives a
stockholder request for the calling of a special meeting, the Board of Directors
shall designate the date on which such meeting is to be held and the Secretary
shall inform the stockholders who make the request of the reasonably estimated
costs of preparing and mailing a notice of the meeting, and on payment of those
costs to the Corporation, notify each stockholder entitled to notice of the
meeting. Any such special meeting shall be held on a date not earlier than the
twentieth (20th) day, and not later than the ninetieth (90th) day, following the
date on which such notice is given.

                  Notwithstanding the foregoing, if as of the date a stockholder
request for a special meeting is received or within twenty (20) days thereafter,
the Board of Directors has called or calls a meeting of stockholders (whether
annual or special) for a purpose or purposes other than the purpose(s) stated in
the stockholder request, the Board of Directors need not call, and the Secretary
need not give notice of, a separate and additional meeting of stockholders if
(i) the Board of Directors determines in good faith that calling such a separate
and additional meeting would require the Corporation to incur undue cost and
expense, and (ii) the Secretary notifies both the requesting stockholder(s) and
all other stockholders entitled to vote, within twenty (20) days after the
Corporation receives the stockholder request, that the matter(s) proposed by the
requesting stockholder(s) to be considered at a special meeting may be proposed
and considered at the meeting otherwise called by the Board of Directors. In
addition, if not later than the thirtieth (30th) day prior to the date on which
any special meeting called by the Board of Directors pursuant to a stockholder
request is to be held, the Board of Directors determines in good faith to
present for consideration by the stockholders of the Corporation one or more
matters other than those proposed by the requesting stockholder(s) to be so
considered, the Board of Directors may postpone the previously called special
meeting for a period of up to sixty (60) days following the date on which notice
of such postponement is given. Notice of such postponement and of the additional
matter(s) to be considered at such meeting shall be given by the Secretary not
later than the thirtieth (30th) day prior to the originally scheduled meeting
date.

                  SECTION 3. PRESIDING OFFICERS. Meetings of the stockholders
shall be presided over by the Chairman of the Board or by the President (as
determined by the Board of Directors) or, if the Chairman of the Board and the
President are not present, by a Vice President, or, if a Vice President is not
present, such person who is chosen by the Board of Directors, or, if none, by a
person to be chosen at the meeting by stockholders present in person or by proxy
who own a majority of the shares of capital stock of the Corporation entitled to
vote and be represented at such meeting. The secretary of meetings shall be the
Secretary of the Corporation, or, if the Secretary is not present, an Assistant
Secretary, or, if an Assistant Secretary is not present, such person as may be
chosen by the Board of Directors, or, if none, such person who is chosen by the
chairman of the meeting.

                  The presiding officer at a meeting of the stockholders shall
have all power and authority vested in a presiding officer by law or practice,
including, without limitation, the authority to determine whether the nomination
of any person is made in compliance with applicable provisions of these Bylaws
(and to refuse to acknowledge the nomination of any person not made in such
compliance); to determine whether any item of business proposed to be brought
before the meeting has been properly brought (and to declare that any business
not so brought shall be disregarded and not transacted); to establish rules
pertaining to reasonable time limits and the amount of time that may be taken up
in remarks by any stockholder or group of stockholders and otherwise pertaining
to the conduct of the meeting; and to otherwise decide all matters relating to
the conduct of the meeting. The presiding officer may appoint a parliamentarian
and one or more sergeants-at-arms. The parliamentarian may advise the presiding
officer upon matters relating to the conduct of the stockholders'


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meeting. The sergeant- or sergeants-at-arms shall have authority to take any and
all actions that such persons deem necessary or appropriate to assure that the
meeting is conducted with decorum and in an orderly manner, including, without
limitation, authority to expel or cause the expulsion of any person who the
presiding officer determines is failing to comply with the rules concerning the
conduct of, or is otherwise disrupting, the meeting.

                  SECTION 4. ADJOURNMENTS. Whether or not a quorum is present at
any meeting of the stockholders, the stockholders entitled to vote thereat
present in person or by proxy shall have the power to adjourn the meeting from
time to time, without notice of the adjourned meeting if the time and place
thereof are announced at the meeting at which the adjournment is taken. Any
business which might have been transacted at a meeting as originally called may
be transacted at any meeting held after adjournment as provided in this Section
4, if a quorum is present in person or by proxy at such reconvened meeting.

                  SECTION 5. PROXIES. Whenever the vote or consent of
stockholders is required or permitted, such vote or consent may be given by a
stockholder in person or by proxy. The appointment of a proxy or proxies shall
be made by an instrument in writing executed by the stockholder or the
stockholder's duly authorized agent and filed with the Secretary of the
Corporation. No proxy shall be valid after the expiration of eleven (11) months
from the date of its execution unless the stockholder executing it specifies
therein the length of time for which it is to continue in force. At a meeting of
stockholders all questions concerning the qualification of voters, the validity
of proxies, and the acceptance or rejection of votes, shall be decided by the
secretary of the meeting unless inspectors of election are appointed pursuant to
Section 6 of this Article II, in which event such inspectors shall pass upon all
questions and shall have all other duties specified in said section.

                  SECTION 6. INSPECTORS OF ELECTION. In advance of any meeting
of the stockholders, the Board of Directors may appoint any one or more persons
(other than nominees for office) to act as inspectors of election at the meeting
or any adjournment thereof. If no inspector of election is so appointed, the
presiding officer of the meeting may, and on the request of any stockholder or
any stockholder's proxy shall, appoint one or more such inspectors of election.
The number of inspectors shall be either one (1) or three (3), as determined by
the presiding officer; provided, however, that if such inspector(s) is or are to
be appointed at the meeting on the request of one or more stockholders or
proxies, the holders of a majority of the total number of shares represented at
the meeting (in person or by duly executed proxy) shall determine whether one
(1) or three (3) inspectors are to be appointed. If any person appointed as
inspector of election fails to appear at the meeting or fails or refuses to act
as inspector, the presiding officer of the meeting may, and upon the request of
any stockholder or any stockholder's proxy shall, appoint a person to fill that
vacancy. The inspectors of election shall:

                  (a) Determine the number of shares of capital stock
outstanding and the voting power of each, the shares represented at the meeting,
the existence of a quorum, and the authenticity, validity and effect of proxies;

                  (b) Receive votes, ballots or consents;

                  (c) Count and tabulate all votes or consents;

                  (d) Determine and report to the Corporation the results of the
voting; and

                  (e) Do any other acts that may be proper to conduct the
election or vote with fairness to all stockholders.


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                  On request of the presiding officer of the meeting or of any
stockholder or any stockholder's proxy, the inspector(s) of election shall make
a report in writing of any question or other matter determined by him or them
and execute a certificate of any facts found by him or them.

                  If there are three (3) inspectors of election, the decision,
act, report or certificate of a majority shall be effective in all respects as
the decision, act, report or certificate of the inspectors.

                  SECTION 7. BUSINESS. Except as may be otherwise provided by
applicable law, the only business that shall be conducted at any meeting of the
stockholders (other than matters incident to the conduct of the meeting) shall
be business brought before the meeting by or at the direction of the Board of
Directors or by a stockholder who complies with the procedures set forth in this
Section 7.

                  Except as otherwise provided by Section 2 of this Article III
or by applicable law, the only business that shall be conducted at any meeting
of the stockholders shall (i) have been specified in the notice of the meeting
(or any supplement thereto) given by or at the direction of the Board of
Directors, (ii) otherwise be brought before such meeting by or at the direction
of the Board of Directors or the presiding officer of the meeting, or (iii) be
otherwise properly brought before the meeting by or on behalf of a stockholder
who shall have been a stockholder of record on the record date for such meeting,
who shall continue to be entitled to vote thereat, and who shall have complied
with the procedures set forth in the remainder of this Section 7. In addition to
any and all other applicable requirements, for business to be properly brought
before a meeting of the stockholders by a stockholder, the stockholder must have
given timely notice thereat in writing to the Secretary. To be timely, a
stockholder's notice must be delivered personally or mailed to and received at,
the principal executive offices of the Corporation within ten days of the
earlier of (i) the date that notice of the meeting was mailed in accordance with
Article II hereof or prior public disclosure of the date of the meeting was
made, or (ii) the date that a request for a special meeting was made by a
stockholder in accordance with Section 2 of Article II hereof.

                  A stockholder's notice to the Secretary shall set forth (i) a
description of each item of business the stockholder proposes to bring before
the meeting and the wording of the proposal, if any, to be submitted for a vote
of the stockholders with respect thereto; (ii) the name and address of the
stockholder; (iii) the class and number of shares of stock of the Corporation
held of record, owned beneficially and represented by proxy by such stockholder
as of the record date for the meeting (if such date shall then have been
publicly disclosed) and as of the date of such notice; and (iv) all other
information that would be required to be included in a proxy statement filed
with the Securities and Exchange Commission (the "SEC") if, with respect to any
such item of business, such stockholder were a participant in a solicitation
subject to Section 14 of the Securities Exchange Act of 1934 as in effect on
December 18, 1997 (the "Exchange Act"), as from time to time amended.

                  SECTION 8. INFORMAL ACTION BY STOCKHOLDERS. Any action
required or permitted to be taken at a meeting of stockholders may be taken
without a meeting if there is filed with the records of stockholders meetings a
unanimous written consent which sets forth the action and is signed by each
stockholder entitled to vote on the matter and a written waiver of any right to
dissent signed by each stockholder entitled to notice of the meeting but not
entitled to vote at it.


                                   ARTICLE III

                                    DIRECTORS


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                  SECTION 1. NUMBER; TENURE. The number of directors of the
Corporation shall be not less than three (3) nor more than fifteen (15), and,
within these limits, may be fixed, increased or decreased from time to time by a
majority of the entire Board of Directors, but no such action may affect the
tenure of office of any director.

                  The directors shall be divided, with respect to the time for
which they severally hold office, into three classes, as nearly equal in number
as reasonably possible, with the term of office of the first class to expire at
the 1995 annual meeting of stockholders, the term of office of the second class
to expire at the 1996 annual meeting of stockholders, and the term of office of
the third class to expire at the 1997 annual meeting of stockholders, with each
director to hold office until his or her successor shall have been duly elected
and qualified. At each annual meeting of stockholders, commencing with the 1995
annual meeting, (i) directors elected to succeed the class of directors whose
terms then expire shall be elected for a term of office to expire at the third
succeeding annual meeting of stockholders after their election, with each
director of the class to hold office until his or her successor shall have been
duly elected and qualified and (ii) except as otherwise required by law, if
authorized by a resolution of the Board of Directors, directors may be elected
to fill any vacancy on the Board of Directors, regardless of how such vacancy
shall have been created.

                  SECTION 2. NOMINATION OF DIRECTORS. Nominations of persons for
election to the Board of Directors at an annual meeting of the stockholders may
be made at such meeting only by or at the direction of the Board of Directors,
by any nominating committee or person(s) appointed by the Board of Directors, or
by any stockholder entitled to vote for the election of Directors at the meeting
who complies with the notice procedures set forth in this Section 2.

                  Any stockholder entitled to vote for the election of Directors
may nominate one or more persons for election to the Board of Directors at a
meeting only if written notice of such stockholder's intent to make such
nomination or nominations has been delivered personally to the Secretary at, or
been mailed to the Secretary and received at, the principal executive offices of
the Corporation not less than 50 days nor more than 75 days prior to the
meeting; provided, however, that in the event that less than 60 days' notice or
prior public disclosure of the date of meeting is given or made to stockholders,
notice by the stockholder to be timely must be so delivered or received not
later than the 10th day following the day on which such notice of the date of
the meeting was mailed or such public disclosure was made, whichever first
occurs. Such stockholder's notice to the Secretary shall set forth: (i) the name
and address of the stockholder who intends to make the nomination(s) and of the
person or persons to be nominated; (ii) the class and number of shares of stock
of the Corporation that are held of record, beneficially owned and represented
by proxy by such stockholder as of the record date for the meeting (if such date
then shall have been made publicly available) and as of the date of such notice;
(iii) a representation that such stockholder intends to appear in person or by
proxy at the meeting to nominate the person or persons specified in the notice;
(iv) a description of any contract, arrangement or understanding between such
stockholder and each nominee and any other person or persons (naming such person
or person) pursuant to which the nomination or nominations are to be made by
such stockholder; (v) such other information regarding each nominee proposed by
such stockholder as would be required to be disclosed in a proxy statement used
in a solicitation of proxies for the election of directors which solicitation
was subject to the rules and regulations of the SEC under Section 14 of the
Exchange Act; and (vi) the consent of each nominee to serve as a Director of the
Corporation if so elected.

                  No person shall be eligible for election as a Director of the
Corporation unless nominated in accordance with the procedures set forth herein.

                  SECTION 3. CHAIRMAN OF THE BOARD. The Chairman of the Board
shall be chosen by the vote of a majority of the entire Board of Directors. The
Chairman of the Board, if present, shall preside at all


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meetings of the Board of Directors. The Chairman of the Board shall be, ex
officio, a member of all standing committees, but shall not in the capacity as
Chairman of the Board be deemed an officer of the Corporation.

                  SECTION 4. VACANCIES. Except as otherwise required by law,
unless the Board of Directors otherwise determines, newly created directorships
resulting from any increase in the authorized number of directors or any
vacancies on the Board of Directors resulting from any cause shall be filled
only by a majority vote of the directors then in office, though less than a
quorum, and directors so chosen shall hold office for a term expiring at the
annual meeting of stockholders at which the term of office of the class to which
they have been elected expires and until such director's successor shall have
been duly elected and qualified. No decrease in the numbers of authorized
directors constituting the entire Board of Directors shall shorten the term of
any incumbent director.

                  SECTION 5. RESIGNATION. Any director may resign at any time by
giving written notice to the Board of Directors, the Chairman of the Board, the
Present, or the Secretary of the Corporation. Unless otherwise specified in such
written notice, a resignation shall take effect upon delivery thereof. A
resignation need not be accepted in order for it to be effective.

                  SECTION 6. PLACE OF MEETINGS. Each meeting of the Trustees
shall be held at such place within or without the State of Maryland as is fixed
from time to time by resolution of the Trustees (or, in the absence of such
resolution, as specified in the notice of such meeting).

                  SECTION 7. ANNUAL MEETING. Promptly following each Annual
Meeting of Shareholders, a meeting of the Trustees shall be held for the purpose
of electing officers and transacting other business. Notice of such meetings
need not be given.

                  SECTION 8. REGULAR MEETINGS. Regular meetings of the Board of
Directors need not be held.

                  SECTION 9. SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called at any time by the Chairman of the Board, and the
Chairman of the Board shall call a special meeting at any time upon the written
request of two (2) directors. Written notice of the time and place of a special
meeting shall be given to each director, either personally or by sending a copy
thereof by mail or by telecopier to his or her address appearing on the books of
the Corporation or theretofore given by him or her to the Corporation for the
purpose of notice. In case of personal service or notice by telecopier, such
notice shall be so delivered at least twenty-four (24) hours prior to the time
fixed for the meeting. If such notice is mailed it shall be deposited in the
United States mail at least seventy-two (72) hours prior to the time fixed for
the holding of the meeting. Notice of a meeting may be given by the Chairman of
the Board, the Directors requesting the meeting or the Secretary.

                  SECTION 10. ADJOURNMENTS. A quorum of the directors may
adjourn any meeting of the Board of Directors to meet again at a stated day and
hour. In the absence of a quorum a majority of the directors present may adjourn
from time to time to meet again at a stated day and hour prior to the time fixed
for the next regular meeting of the Board of Directors. Notice of the time and
place of an adjourned meeting need not be given to any director of the time and
place is fixed at the meeting adjourned.

                  SECTION 11. COMPENSATION. Directors shall be entitled to such
compensation for their services as directors as from time to time may be fixed
by the Board of Directors. No director who receives compensation as a director
shall be barred from serving the Corporation in any other capacity or from
receiving compensation and reimbursement of reasonable expenses for any or all
such other services.


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                  SECTION 12. ACTION BY CONSENT. Any action required or
permitted to be taken at any meeting of the Board of Directors may be taken
without a meeting and without prior notice if a written consent in lieu of such
meeting which sets forth the action so taken is signed either before or after
such action by all directors. All written consents shall be filed with the
minutes of the Board's proceedings.

                  SECTION 13. MEETINGS BY TELEPHONE OR SIMILAR COMMUNICATIONS.
The Board of Directors may participate in meetings by means of conference
telephone or similar communications equipment, whereby all directors
participating in the meeting can hear each other at the same time, and
participation in any such meeting shall constitute presence in person at such
meeting. A written record shall be made of all actions taken at any meeting
conducted by a means of a conference telephone or similar communications
equipment.

                  SECTION 14. TRANSACTIONS WITH INTERESTED PERSONS. (a)
Notwithstanding anything to the contrary contained in these Bylaws, in addition
to any affirmative vote required either by law, the Partnership Agreement, the
Articles of Incorporation of the Corporation or these Bylaws, any Transaction
involving the Corporation or any of its subsidiaries or the Operating
Partnership shall require the affirmative vote of a majority of the directors
("Disinterested Members") on the Board of Directors of the Corporation who are
not employees, officers, directors, Affiliates or Associates of the Interested
Person who or which is a party to the Transaction.

                  (b)  As used in this Section 14:

                  (i) "Affiliate" and "Associate" shall have the respective
         meanings ascribed to such terms in Rule 12b-2 of the General Rules and
         Regulations under the Exchange Act.

                  (ii) A Person shall "Beneficially Own" and be the "Beneficial
         Owner" of any Paired Shares or Units:

                           (A) which such Person or any of its Affiliates or
                  Associates or Associates beneficially owns, directly or
                  indirectly, within the meaning of Rule 13d-3 under the
                  Exchange Act; or

                           (B) which such Person or any of its Affiliates or
                  Associates has (I) the right to acquire (whether such right is
                  exercisable immediately or only after the passage of time),
                  pursuant to any agreement, arrangement or understanding or
                  upon the exercise of conversion rights, exchange rights,
                  warrants or options, or otherwise, or (II) the right to vote
                  pursuant to any agreement, arrangement or understanding (but
                  neither such Person nor any such Affiliate or Associate shall
                  be deemed to be the Beneficial Owner of any Paired Shares of
                  Units solely by reason of a revocable proxy granted for a
                  particular meeting of stockholders, pursuant to a public
                  solicitation of proxies for such meeting, and with respect to
                  which Paired Shares or Units neither such Person not any such
                  Affiliate or Associate is otherwise deemed the Beneficial
                  Owner); or

                           (C) which are beneficially owned, directly or
                  indirectly, within the meaning of the Rule 13d-3 under
                  Exchange Act, by any other Person with which such Person or
                  any of its Affiliates or Associates has any agreement,
                  arrangement or understanding for the purpose of acquiring,
                  holding, voting (other than solely by reason of a revocable
                  proxy as described in subparagraph (B) above) or disposing of
                  any Paired Shares or Units.


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                  (iii) "Interested Person" shall mean any Person who or which
         is the Beneficial Owner, directly or indirectly, of 5% or more the
         outstanding Paired Shares or the outstanding Units or who or which is
         an Affiliate or Associate of the Trust, the Corporation or either of
         the Partnerships. for the purposes of determining whether a Person is
         an Interested Person, the number of Paired Shares or Units deemed to be
         outstanding shall include Paired Shares or Units deemed owned through
         application of paragraphs (A), (B) and (C) of paragraph (ii) above but
         shall not include any other unissued Paired Shares or Units which may
         be issuable pursuant to any agreement, arrangement or understanding, or
         upon exercise of conversion rights, warrants or options, or otherwise.

                  (iv) "Operating Partnership" shall mean SLC Operating Limited
         Partnership, a Delaware limited partnership.

                  (v) "Paired Shares" shall mean the shares of common stock of
         the Corporation and the shares of beneficial interest of the Trust
         which are paired pursuant to the Pairing Agreement dated June 25, 1980
         between the Trust and the Corporation, as it may be amended from time
         to time.

                  (vi) "Partnership Agreement" shall mean the Limited
         Partnership Agreement of the Operating Partnership, as it may be
         amended from time to time.

                  (vii) "Partnerships" shall mean the Operating Partnership and
         SLT Realty Limited Partnership, a Delaware limited partnership.

                  (viii) "Person" shall mean any individual, limited
         partnership, general partnership, corporation, limited liability
         company or any other firm or entity.

                  (ix) "Transaction" shall mean any contract, sale, lease,
         exchange, mortgage, transfer or disposition to or with, or any other
         transaction with, any Interested Person, including, without limitation,
         any election with respect to the method of payment for an exchange of
         Units for Paired Shares or any action to be taken by the Corporation,
         the Trust or the Partnerships with respect to the senior debt of SLT
         Realty Limited Partnership.

                  (x) "Trust" shall mean Starwood Lodging Trust, a Maryland real
         estate investment trust.

                  (xi) "Units" shall have the meaning set forth in the
         Partnership Agreement.

                  (c) A majority of the Disinterested Members shall have the
power and duty to determine, on the basis of information known to them after
reasonable inquiry, all facts necessary to determine compliance with this
Section 14, including, without limitation, (i) whether a Person is an Interested
Person, (ii) the number of Paired Shares or Units that any Person Beneficially
Owns, and (iii) whether a Person is an Affiliate or Associate of another. A
majority of the Disinterested Members shall have the right to demand that any
Person who is reasonably believed to be an Interested Person (or who holds of
record Paired Shares or Units that any Interested Person Beneficially Owns)
supply the Corporation with complete information as to (i) the record owner(s)
of all Paired Shares or Units that such Person who is reasonably believed to be
an Interested Person Beneficially Owns, (ii) the number of, and class or series
of, Paired Shares or Units that such Person who is reasonably believed to be an
Interested Person Beneficially Owns and the number(s) of the certificate(s), if
any, evidencing such Paired Shares or Units and (iii) any other factual matter
relating to the applicability or effect of this Section 14, as may be reasonably
requested of such Person, and such Person shall furnish such information within
10 days after receipt of such demand.


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                  (d) Nothing contained in this Section 14 shall be construed to
relieve any Interested Person from any fiduciary obligation imposed by law.

                  (e) Notwithstanding anything to the contrary contained in
these Bylaws, this Section 14 may be amended or repealed only by a majority of
directors on the Board of Directors of the Corporation who are not employees,
officers, Affiliates or Associates of the Trust, the Corporation, the
Partnerships or any Interested Person.

                  SECTION 15. WAIVER OF NOTICE. The transactions of any meeting
of the Directors, however called and noticed or wherever held, shall be as valid
as though had at a meeting duly held after regular call and notice if a quorum
is present and if either before or after the meeting each of the Directors not
present signs a written waiver of notice or a consent to the holding of such
meeting or an approval of the minutes thereof. All such waivers, consents, or
approvals shall be lodged with the Corporation records or made a part of the
minutes of the meeting.

                  SECTION 16. INDEPENDENT DIRECTORS. Notwithstanding anything to
the contrary contained in these Bylaws, not less than a majority of the Board of
Directors of the Corporation shall be composed of "Independent Directors." For
purposes of this Section 16, an "Independent Director" is a Director of the
Corporation who is not employed by or an affiliate (as defined in Rule 12b-2 of
the General Rules and Regulations under the Exchange Act), of the Corporation,
the Trust or Starwood Capital Group, L.L.C.


                                   ARTICLE IV

                                   COMMITTEES

                  SECTION 1. EXECUTIVE COMMITTEE. (a) The Board of Directors may
appoint two or more directors to constitute an Executive Committee. One of such
directors shall be designated as Chairman of the Executive Committee. The
Executive Committee shall have and may exercise all of the rights, powers and
authority of the Board of Directors, except as expressly limited by the Maryland
General Corporation Law as amended from time to time.

                  (b) The Executive Committee shall fix its own rules of
procedure and shall meet at such times and at such place or places as it may
determine. The Chairman of the Executive Committee or, in the absence of a
Chairman, a member of the Executive Committee chosen by a majority of the
members present, shall preside at meetings of the Executive Committee, and
another member thereof chosen by the Executive Committee shall act as secretary.
A majority of the Executive Committee shall constitute a quorum for the
transaction of business, and the affirmative vote of a majority of the members
present at a meeting shall be required for any action of the Executive
Committee.

                  SECTION 2. OTHER COMMITTEES. The Board of Directors may
appoint such other committees as it shall deem advisable and with such authority
as the Board of Directors shall from time to time determine.

                  SECTION 3. OTHER PROVISIONS REGARDING COMMITTEES. (a) The
Board of Directors shall have the power at any time to fill vacancies in, change
the membership of, or discharge any committee.

                  (b) Members of any committee shall be entitled to such
compensation for their services as from time to time may be fixed by the Board
of Directors. No committee member who receives compensation as a member of any
one or more committees shall be barred from serving the Corporation in any other


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capacity or from receiving compensation and reimbursement of reasonable expenses
for any or all such other services.

                  (c) Unless prohibited by law, the provisions of Section 12, 13
and 15 of Article III shall apply to all committees.


                                    ARTICLE V

                                    OFFICERS

                  SECTION 1. POSITIONS. The officers of the Corporation shall be
chosen by the Board of Directors and shall consist of a President, one or more
Vice Presidents, a Secretary and a Treasurer. The Board of Directors also may
choose one or more Assistant Secretaries and Assistant Treasurers and such other
officers and agents at the Board from time to time deems necessary or
appropriate. The Board of Directors may delegate to the President of the
Corporation the authority to appoint any officer or agent of the Corporation and
to fill a vacancy other than the President, Secretary or Treasurer. The election
or appointment of any officer of the Corporation in itself shall not create
contract rights for any such officer. All officers of the Corporation shall
exercise such powers and perform such duties as from time to time shall be
determined by the Board of Directors. Any two or more offices may be held by the
same person except the offices of President and Vice President, President and
Secretary, or President and Assistant Secretary.

                  SECTION 2. TERM OF OFFICE; REMOVAL. Each officer of the
Corporation shall hold office at the pleasure of the Board of Directors and any
officer may be removed, with or without cause, at any time by the affirmative
vote of a majority of the directors then in office, provided that any officer
appointed by the President pursuant to authority delegated to the President by
the Board of Directors may be removed, with or without cause, at any time
whenever the President in his or her absolute discretion shall consider that the
best interests of the Corporation shall be served by such removal. Vacancies
(however caused) in any office may be filled for the unexpired portion of the
term by the Board of Directors (or by the President in the case of a vacancy
occurring in an office to which the President has been delegated the authority
to make appointments).

                  SECTION 3. COMPENSATION. The salaries of all officers of the
Corporation shall be fixed from time to time by the Board of Directors, and no
officer shall be prevented from receiving a salary by reason of the fact that
such officer also receives from the Corporation compensation in any other
capacity.

                  SECTION 4. PRESIDENT. The President shall be the chief
executive officer of the Corporation and, subject to the direction of the Board
of Directors, shall have general charge of the business, affairs and property of
the Corporation and general supervision over its other officers and agents. In
general, the President shall perform all duties incident to the office of
President of a stock corporation and shall see that all orders and resolutions
of the Board of Directors are carried into effect. The President shall have the
power and authority to execute all written instruments, of every nature, on
behalf of the Corporation, and shall be, ex officio, a member of all standing
committees. In the absence of the Chairman of the Board, the President shall
preside at all meetings of the Board of Directors and of the stockholders.

                  SECTION 5. VICE PRESIDENTS. In the absence or disability of
the President, the Vice President (or in the event there is more than one, the
Vice Presidents in order of their rank as fixed by the Board of Directors or, if
not ranked, the Vice-President designated by the Board of Directors), shall
perform the duties and exercise the powers of the President. The Vice Presidents
shall have the power and authority to execute on behalf of the Corporation all
written instruments of every nature. A Vice President also generally shall


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assist the President and shall perform such other duties and have such other
powers as from time to time may be prescribed by the Board of Directors.

                  SECTION 6. SECRETARY. The Secretary shall perform such duties
as from time to time may be prescribed by the Board of Directors, the Chairman
of the Board or the President. The Secretary shall have custody of the seal of
the Corporation, shall have authority (as shall any Assistant Secretary) to
affix the same to any instrument requiring it, and to attest the seal by his or
her signature. The Board of Directors may give general authority to officers
other than the Secretary or any Assistant Secretary to affix the seal of the
Corporation and to attest the affixing thereof by his or her signature.

                  SECTION 7. ASSISTANT SECRETARY. The Assistant Secretary, if
any (or in the event there is more than one, the Assistant Secretaries in the
order designated or, in the absence of any designation, the order of their
election or appointment), in the absence or disability of the Secretary, shall
perform the duties and exercise the powers of the Secretary. An Assistant
Secretary shall perform such other duties and have such other powers as from
time to time may be prescribed by the Board of Directors.

                  SECTION 8. TREASURER. The Treasurer shall have the custody of
the corporate funds, securities, other similar valuable effects, and evidences
of indebtedness, shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the Corporation. The
Treasurer shall disburse the funds of the Corporation in such manner as may be
ordered by the Board of Directors from time to time and shall render to the
Chairman of the Board, the President and the Board of Directors, at regular
meetings of the Board or whenever any of them may so require, an account of all
transactions and of the financial condition of the Corporation.

                  SECTION 9. ASSISTANT TREASURER. The Assistant Treasurer, if
any (or in the event there is more than one, the Assistant Treasurers in the
order designated or, in the absence of any designation, in the order of their
election or appointment), in the absence or disability of the Treasurer, shall
perform the duties and exercise the powers of the Treasurer. An Assistant
Treasurer shall perform such other duties and have such other powers as form
time to time may be prescribed by the Board of Directors.


                                   ARTICLE VI

                                     NOTICES

                  Except as otherwise specifically provided in these Bylaws, any
notice required or permitted to be given to any director, officer, stockholder
or committee member shall be given in writing, either personally, by telecopier
or by first-class mail with postage prepaid, in either case addressed to the
recipient at his or her address as it appears in the records of the Corporation.
Personally delivered or telecopied notices shall be deemed to be given at the
time they are delivered at the address of the named recipient as it appears in
the records of the Corporation, and mailed notices shall be deemed to be given
at the time they are deposited in the United States mail.


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<PAGE>   12
                                   ARTICLE VII

                               GENERAL PROVISIONS

                  SECTION 1. REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The
President or any Vice President and the Secretary or Assistant Secretary of the
Corporation shall have full power and authority to attend, act and vote at any
meeting of security holders of other corporations in which the Corporation may
hold securities, and at any such meeting shall possess and may exercise any and
all rights and powers incident to the ownership of such securities which the
Corporation possesses and has the power to exercise.

                  SECTION 2. DIVIDENDS. Subject to the Maryland General
Corporation Law, dividends upon the outstanding capital stock of the Corporation
or other distributions may be declared by the Board of Directors at any annual,
regular or special meeting and may be paid in cash, in property or in shares of
the Corporation's capital stock. Stockholders shall have no right to any
dividend or distribution unless and until declared by the Board of Directors.

                  SECTION 3. REGISTERED STOCKHOLDERS. Except as otherwise
provided by law, the Corporation shall be entitled to recognize the exclusive
right of a person who is registered on its books as the owner of shares of its
capital stock to receive dividends or other distributions (to the extent
otherwise distributable or distributed) and to vote (in the case of voting
stock) as such owner. The Corporation shall not be bound to recognize any
equitable or legal claim to or interest in such shares on the part of any other
person. The Corporation (or its transfer agent) shall not be required to send
notices or dividends to a name or address other than the name or address of the
stockholders appearing on the stock ledger maintained by the Corporation (or by
the transfer agent or registrar, if any), unless any such stockholder shall have
notified the Corporation (or the transfer agent or registrar, if any), in
writing, of another name or address at least ten (10) days prior to the mailing
of such notice or dividend. Nothing in these Bylaws shall be deemed to preclude
the Corporation from inquiring as to the actual ownership of any shares of its
capital stock, nor impose upon the Corporation or its transfer agent a duty, nor
limit their rights to inquire into adverse claims.

                  SECTION 4. LOST, STOLEN OR DESTROYED CERTIFICATE. The Board of
Directors may direct a new certificate to be issued in place of any certificate
theretofore issued by the Corporation which is claimed to have been lost, stolen
or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate to be lost, stolen or destroyed. When authorizing such
issue of a new certificate, the Board of Directors, in its discretion, may
require as a condition precedent to issuance that the owner of such lost, stolen
or destroyed certificate, or his or her legal representative, advertise the same
in such manner as the Board of Directors shall require and to deliver to the
Corporation a bond in such sum, or other security in such form, as the Board of
Directors may direct, as indemnity against any claim that may be made against
the Corporation with respect to the certificate claimed to have been lost,
stolen or destroyed.

                  SECTION 5. RESERVES. The Board of Directors, in its sole
discretion, may fix a sum which may be set aside or reserved over and above the
paid-in capital of the Corporation as a reserve for any proper purpose, and from
time to time may increase, diminish or vary such reserves.

                  SECTION 6. FISCAL YEAR. The fiscal year of the Corporation
shall be as determined from time to time by the Board of Directors.

                  SECTION 7. SEAL. The corporate seal shall have inscribed
thereon the name of the Corporation, the year of its incorporation and the words
"Corporate Seal" and "State of Maryland."


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<PAGE>   13
                  SECTION 8. EXEMPTION FROM CONTROL SHARE ACQUISITION STATUTE.
The provisions of Sections 3-701 to 3-709 of the Corporations and Associations
Article of the Annotated Code of Maryland shall not apply to any shares of
common stock of the Corporation now or hereafter held of record or beneficially
held by any person whatsoever, it being the intent of this provision that the
Corporation opt out of the aforementioned sections in their entirety and that
all persons and shares of beneficial interest held by such persons be exempted
from such sections to the fullest extent permitted by Maryland law.


                                   ARTICLE VII

                                   AMENDMENTS

                  These Bylaws may be amended or repealed or new or additional
Bylaws may be adopted only by the vote or written consent of the Directors, and
the stockholders shall not have any power to amend or repeal these Bylaws or to
adopt new or additional Bylaws.



                  THIS IS TO CERTIFY: That I am the duly elected, qualified and
acting Secretary of Starwood Lodging Corporation and that the foregoing Amended
and Restated Bylaws were adopted as the Bylaws of said corporation on December
18, 1997.



                                            ------------------------------------
                                            Nir Margalit, Secretary



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