##### Table of Contents









SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549




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FORM 10-K

Annual Report Pursuant to
Section 13 or 15(d) of the Securities Exchange Act of
1934

For the Fiscal Year Ended December 31, 2000


OR

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: 0-15097

WESTIN HOTELS LIMITED PARTNERSHIP

(Exact name of Registrant as specified in its
charters)


|                                                                        |  |                                                     
|----------------------------------------------------------------------- |  | ----------------------------------------------------
|                                                                       
|                                                                       
|                                                                       
|                                                                       
|Delaware(State or other jurisdiction of incorporation or
	organization) |  | 91-1328985(I.R.S. employer identification no.)      
|                                                                       
|                                                                       
|                                                                       
|                                                                       
|777 Westchester Avenue
	White Plains, NY 10604                          |  | 1-800-323-5888                                      
|(Address of principal executive offices, including zip code)            |  | (Registrants telephone number, including area code)

Securities Registered Pursuant to Section 12(b) of the
Act:

None

Securities Registered Pursuant to Section 12(g) of the
Act:

Units of limited partnership interests

(Title of Class)


There is no public market for Units of limited partnership
interests in the Westin Hotels Limited Partnership.

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
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.

Indicate by check mark whether the Registrant (1) has 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 Registrant
was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes 
 No

Indicate the number of shares (Units) outstanding of each of the
issuers classes of common stock (Units), as of the latest
practicable date (applicable only to corporate issuers).

135,600 limited partnership Units issued and outstanding as of
March 12, 2001



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TABLE OF CONTENTS



|         |                                                                                                 |  |  |  |  |  |  | 
|-------- | ----------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART I  
|         | Forward-Looking Statements                                                                     
|         | Item 1. Business.                                                                              
|         | Item 2. Property.                                                                              
|         | Item 3. Legal Proceedings.                                                                     
|         | Item 4. Submission of Matters to a Vote of Security Holders.                                   
|PART II 
|         | Item 5. Market for Registrants Common Equity and Related Unitholder Matters.                  
|         | Item 6. Selected Financial Data.                                                               
|         | Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations. 
|         | Item 7A. Quantitative and Qualitative Disclosures about Market Risk.                           
|         | Item 8. Financial Statements and Supplementary Data.                                           
|         | Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.  
|PART III
|         | Item 10. Directors and Executive Officers of the Registrant.                                   
|         | Item 11. Executive Compensation.                                                               
|         | Item 12. Security Ownership of Certain Beneficial Owners and Management.                       
|         | Item 13. Certain Relationships and Related Transactions.                                       
|PART IV 
|         | Item 14. Exhibits, Financial Statements, Financial Statement Schedules and Reports on Form 8-K.



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TABLE OF CONTENTS

|          |  |                                                                                        |  |      |    | 
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|          |  |                                                                                        |  | Page
|          |  |                                                                                        |  |     
|PART I   
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|          |  | Forward-Looking Statements                                                             |  |      | 2  | 
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|Item  1.  |  | Business                                                                               |  |      | 3  | 
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|Item  2.  |  | Property                                                                               |  |      | 5  | 
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|Item  3.  |  | Legal Proceedings                                                                      |  |      | 6  | 
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|Item  4.  |  | Submission of Matters to a Vote of Security Holders                                    |  |      | 6  | 
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|PART II  
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|Item  5.  |  | Market for Registrants Common Equity and Related
	Unitholder Matters                  |  |      | 6  | 
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|Item  6.  |  | Selected Financial Data                                                                |  |      | 8  | 
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|Item  7.  |  | Managements Discussion and Analysis of Financial Condition
	and Results of Operations |  |      | 8  | 
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|Item  7A. |  | Quantitative and Qualitative Disclosures about Market Risk                             |  |      | 11 | 
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|Item  8.  |  | Financial Statements and Supplementary Data                                            |  |      | 12 | 
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|Item  9.  |  | Changes in and Disagreements with Accountants on Accounting and
	Financial Disclosure  |  |      | 12 | 
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|PART III 
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|Item  10. |  | Directors and Executive Officers of the Registrant                                     |  |      | 25 | 
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|Item  11. |  | Executive Compensation                                                                 |  |      | 26 | 
|         
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|Item  12. |  | Security Ownership of Certain Beneficial Owners and Management                         |  |      | 26 | 
|         
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|Item  13. |  | Certain Relationships and Related Transactions                                         |  |      | 26 | 
|         
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|PART IV  
|         
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|         
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|Item  14. |  | Exhibits, Financial Statements, Financial Statement Schedules
	and Reports on Form 8-K |  |      | 26 | 



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##### Table of Contents






PART I




Forward-Looking Statements

Certain statements contained in this report constitute
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Such statements appear
in a number of places in this report, including, without
limitation, the sections of Items 1, 2 and 5 captioned
Business, Property and Market for
Registrants Common Equity and Related Unitholder
Matters and Item 7, Managements
Discussion and Analysis of Financial Condition and Results of
Operations. Such forward-looking statements may include
statements regarding the intent, belief or current expectations
of the Partnership or Hotel Partnerships (as defined below) or
their respective general partners and their officers or
directors with respect to the matters discussed in this report.
All such forward-looking statements involve risks and
uncertainties that could cause actual results to differ
materially from those projected in the forward-looking
statements, including, without limitation, the availability of
capital for renovations; competition within the lodging
industry; the seasonality of the hotel business; general real
estate and economic conditions; and the other risks and
uncertainties set forth in the annual, quarterly and current
reports of the Partnership. The Partnership undertakes no
obligation to publicly update or revise any forward-looking
statements to reflect current or future events or circumstances.

Risks Relating to Hotel Operations

The Hotel Business Is Capital Intensive.In order
for The Westin Michigan Avenue, Chicago (the Michigan
Avenue or the Hotel) to remain attractive and
competitive, we have to spend money periodically to keep it well
maintained, modernized and refurbished. This creates an ongoing
need for cash and, to the extent expenditures cannot be funded
from cash generated by our operations, we may be required to
borrow or otherwise obtain these funds. Accordingly, our
financial results may be sensitive to the cost and availability
of funds.

We Must Compete for Customers.The hotel industry
is highly competitive. The Michigan Avenue competes for
customers with other hotel and resort properties in its
geographic market. Some of our competitors may have
substantially greater marketing and financial resources than we
do, and they may improve their facilities, reduce their prices
or expand or improve their marketing programs in ways that
adversely affect our operating results.

The Hotel Industry Is Seasonal in Nature.The
hotel industry is seasonal in nature, and the periods during
which the Michigan Avenue experiences higher revenue vary. Our
revenue historically has been lower in the first quarter than in
the second, third or fourth quarters.

Real Estate Investments Are Subject to Numerous Risks.Because we own the Michigan Avenue, we are subject to
the risks that generally relate to investments in real property.
The investment returns available from equity investments in real
estate depend in large part on the amount of income earned and
capital appreciation generated, as well as the expenses
incurred. In addition, a variety of other factors affect income
from properties and real estate values, including governmental
regulations, real estate, zoning, tax and eminent domain laws,
interest rate levels and the availability of financing. For
example, new or existing real estate, zoning or tax laws can
make it more expensive and/or time-consuming to develop real
property or expand, modify or renovate hotels. When interest
rates increase, the cost of expanding or renovating real
property increases and real property values may decrease as the
number of potential buyers decreases. Similarly, as financing
becomes less available, it becomes more difficult both to
acquire and to sell real property. Finally, governments can,
under eminent domain laws, take real property. Sometimes this
taking is for less compensation than the owner believes the
property is worth. Any of these factors could have a material
adverse impact on our results of operations or financial
condition, as well as on our ability to make distributions to
our Unitholders. In addition, equity real estate investments,
such as the investment we hold, are relatively difficult to sell
quickly. If our property does not generate revenue sufficient to
meet operating expenses, including debt service and capital
expenditures, our income will be adversely affected.

2



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Risks Relating to Disposition Opportunities

On February 14, 2001, we retained Jones Lang LaSalle
Hotels, a leading hotel broker, to market the Michigan Avenue
for sale. The disposition of the Hotel has a number of risks,
including the following:



| |   |                                                                                                                                                           
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Net proceeds distributed to the limited partners after the sale
	may not exceed amounts previously offered to the limited
	partners in mini-tender offers.
|
| |  | We may be unable to find an acceptable buyer.                                                                                                             
|
| |  | We may be unable to sell the Michigan Avenue at or above its
	most recent appraised value.                                                                
|
| |  | We may not be able to make a prompt distribution to the limited
	partners after the sale of the hotel.                                                    




Item 1.  Business.

General Development of Business

Westin Hotels Limited Partnership (the Partnership)
and its subsidiary limited partnerships, The Westin
St. Francis Limited Partnership (the St. Francis
Partnership) and The Westin Chicago Limited Partnership
(the Chicago Partnership), each a Delaware limited
partnership (collectively the Hotel Partnerships),
were formed on April 25, 1986 for the purpose of acquiring
two hotels, The Westin St. Francis in San Francisco,
California (the St. Francis) and the Michigan
Avenue (formerly The Westin Hotel, Chicago) in downtown Chicago,
Illinois (collectively the Hotels).

The St. Francis and the Michigan Avenue have been managed
as part of the Westin hotel chain since 1945 and 1964,
respectively. As a result of the acquisition of Westin Hotel
Company (Westin) by Starwood Hotels & Resorts
Worldwide, Inc. (Starwood) in 1998, the management
agreements for the St. Francis and the Michigan Avenue were
assigned to St. Francis Hotel Corporation
(St. Francis Corp.) and 909 North Michigan
Avenue Corporation (909 Corp.), respectively.

Westin Realty Corp. (Westin Realty) is the sole
general partner of the Partnership (the General
Partner). 909 Corp. and St. Francis Corp. are the
respective general partners of the subsidiary limited
partnerships, the Chicago Partnership and the St. Francis
Partnership, which directly own and operate (or in the case of
the St. Francis Corp., owned and operated) each Hotel.
Since January 2, 1998, the General Partner has been a
subsidiary of Starwood.

On January 18, 2000, the St. Francis Partnership
entered into a definitive agreement to sell the St. Francis
to BRE/ St. Francis L.L.C., an affiliate of the Blackstone
Group, for gross proceeds of $243 million. Upon obtaining the
consent of a majority of the limited partners, the sale was
consummated on April 26, 2000.

Financial Information about Industry Segments

The Hotel Partnerships are engaged solely in the business of
owning and operating the Hotels (and as of April 26, 2000,
only the Michigan Avenue) and are, therefore, engaged in only
one industry segment.

Description of Business

The Michigan Avenue is operated as part of the full-service,
upscale Westin hotel chain. Starwood owns, manages and
franchises hotels throughout the world. The inclusion of the
Hotel within a global system provides the benefits of name
recognition, centralized reservations and advertising,
system-wide marketing programs, centralized purchasing and
training and support services. The hotel business in general is
highly competitive. To the extent hotel capacity expands or
demand for hotel accommodations decreases, competition will
increase. The demand for particular accommodations and related
services are subject to various factors, including, but not
limited to, seasonal variance, changes in economic conditions,
and changes in travel patterns and preferences (which may be
affected by airline schedules, weather conditions or
availability). Specific information regarding competitive
conditions at the Michigan Avenue is set forth in Item 2,
Property.

3



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The Hotels are managed by wholly owned subsidiaries of Starwood.
Because Starwood also owns, operates, manages and franchises
hotels under the St. Regis®, The Luxury
Collection®, W®, Sheraton® and Four Points®
by Sheraton brands, potential conflicts of interest may exist.
While Starwood and its affiliates have the right to own, operate
and develop competing hotels, the general partners have a
fiduciary duty to conduct the affairs of the Partnership and the
Hotel Partnerships in the best interests of these entities and
their partners.

Neither the Partnership nor the Hotel Partnerships have any
employees. Administrative and Hotel personnel are employees of
either Starwood or the Hotels respective general partner.
The Hotel and the Hotel Partnerships reimburse Starwood and the
general partners for the costs of such employees. However,
neither the Partnership nor the Hotel Partnerships are directly
responsible for the payment of executive compensation to the
officers of the general partners.

On February 14, 2001, the Partnership retained Jones Lang
LaSalle Hotels to market the Michigan Avenue for sale. Marketing
of the property is expected to commence shortly. The ultimate
sale of the property is subject to the consent of the majority
of the limited partners of the Partnership.

Competitive Conditions

Chicagos hospitality industry continued to experience
strong competition during 2000. Several new hotel projects are
expected to enter the market in the near future. Four hotels
with a total of 1,367 rooms opened in 2000 in Chicago. Several
other properties are expected to open in 2001, including a
185-room hotel and three 350-room hotels. A number of competing
hotels have just completed renovations. For 2001, the Hotel
believes that it can maintain its share of the market by
emphasizing its premier Magnificent Mile location
and its new and improved rooms, including the addition of the
Heavenly BedSM, a Westin amenity. The year 2001 is
not expected to experience significant growth for the Chicago
market with 300,000 less hotel room nights from major convention
business scheduled for the McCormick Place (Chicagos
convention center). There is another Westin hotel located at the
OHare International Airport near Chicago and another in
the financial district of downtown Chicago. The General Partner
believes that neither is in direct competition with the Michigan
Avenue and that their close proximity allows for efficiencies in
both staffing and productivity. Starwood also operates the
Sheraton Chicago Hotel and Towers in downtown Chicago, owns
three hotels in downtown Chicago and manages five properties in
the Chicago metropolitan area under management agreements. These
properties are not considered to be primary competitors due to
differences in their locations, orientations or facilities.

Mortgage Loans

On August 21, 1986, mortgage loans in the amount of $83.8
million with respect to the St. Francis and $32.8 million
with respect to the Michigan Avenue were refinanced by Teacher
Retirement System of Texas (the Lender). The Hotels
were acquired subject to the mortgage loans. The mortgage loans
require that the Hotel Partnerships not further encumber the
Hotels without prior consent of the Lender. On June 2,
1994, the General Partner, on behalf of the Partnership,
successfully completed a restructuring of the mortgage loans and
entered into a restructuring agreement (Restructuring
Agreement) with the Lender. On May 27, 1997, a second
restructuring agreement modifying the existing mortgage loans on
the Partnerships Hotels was completed. The modifications
to the mortgage loans consist primarily of a reduction of the
effective interest rates, an extension of the maturity dates and
revisions of prepayment penalties. On April 26, 2000, $99.4
million of the mortgage loans and accrued interest was repaid in
connection with the St. Francis sale.

Insurance

The Michigan Avenue is covered by comprehensive general
liability insurance, fire and extended property insurance
(including earthquake coverage), business interruption,
workers compensation, employers liability insurance
and such other insurance as is customarily obtained for similar
properties.

The Michigan Avenue also participates in Starwoods
insurance program, whereby general liability and workers
compensation insurance coverage premiums are paid through
Starwood to Zurich American

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Environmental Matters

The Partnership is subject to certain requirements and potential
liabilities under various federal, state and local environmental
laws, ordinances and regulations (Environmental
Laws). For example, a current or previous owner or
operator of real property may become liable for the costs of
removal or remediation of hazardous or toxic substances on,
under or in such property. Such laws often impose liability
without regard to whether the owner or operator knew of, or was
responsible for, the presence of such hazardous or toxic
substances. The presence of hazardous or toxic substances may
adversely affect the owners ability to sell or rent such
real property or to borrow using such real property as
collateral. Persons who arrange for the disposal or treatment of
hazardous or toxic wastes may be liable for the costs of removal
or remediation of such wastes at the treatment, storage or
disposal facility, regardless of whether such facility is owned
or operated by such person. The Hotels use certain substances
and generate certain wastes that may be deemed hazardous or
toxic under applicable Environmental Laws, and the Hotels from
time to time have incurred, and in the future may incur, costs
related to cleaning up contamination. Other Environmental Laws
require abatement or removal of certain asbestos-containing
materials (ACMs) (limited quantities of which may be
present in various building materials such as spray-on
insulation, floor coverings, ceiling coverings, tiles,
decorative treatments and piping) in the event of damage or
demolition, or certain renovations or remodeling. These laws
also govern emissions of and exposure to asbestos fibers in the
air. Environmental Laws also regulate polychlorinated biphenyls
(PCBs), which may be present in electrical
equipment. The Hotels may have equipment containing
chlorofluorocarbons (CFCs). The use of equipment
containing CFCs also is regulated by Environmental Laws. In
connection with the Partnerships ownership, operation and
management of the Hotels, the Partnership could be held liable
for costs of remedial or other action with respect to PCBs or
CFCs.

Environmental Laws are not the only source of environmental
liability. Under the common law, owners and operators of real
property may face liability for personal injury or property
damage because of various environmental conditions such as
alleged exposure to hazardous or toxic substances (including,
but not limited to, ACMs, PCBs and CFCs), poor indoor air
quality, radon or poor drinking water quality.

Although the Partnership has incurred and expects to incur
remediation and other environmental costs during the ordinary
course of operations, we anticipate that such costs will not
have a material adverse effect on the operations or financial
condition of the Partnership.




Item 2.  Property.

The Partnerships property consists of the Michigan Avenue,
a first-class hotel operating under the Westin name and located
in a premier central, urban location, providing guests with
convenient access to business districts, shopping areas and
convention facilities.

Description

The Michigan Avenue has 751 guest rooms (including
28 suites) and 19 meeting rooms. The Grill on the
Alley, a new upscale 300-seat restaurant and bar operated by
Grill Concepts of California, opened in June 2000. The Hotel has
a fitness center and a business center, provides retail space
for several specialty stores and a gift shop, and has an
underground parking garage with 209 spaces.

Location

The Michigan Avenue is located on a prime site in downtown
Chicago at the north end of the famous Magnificent
Mile, known for its first-class retail shopping, fine
restaurants and cultural attractions. The Hancock Center is
situated directly south of the Michigan Avenue, as is the Water
Tower Place, offering a variety of shopping and entertainment
possibilities. The Hotel is 18 miles from OHare
International Airport and 12 miles from Midway Airport.

5



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Capital Improvements

In 2000, the Hotel spent $15.5 million for capital expenditures.
Of this amount, $12.4 million was spent on the renovation of the
main building rooms; $1.9 million on the renovation of food and
beverage facilities; and $1.2 million on various other projects,
such as computer equipment modernization, engineering equipment
upgrades and the conversion of an unused health club into office
space. For discussion regarding the funding of these capital
expenditures, see Item 7, Managements
Discussion and Analysis of Financial Condition and Results of
Operations  Liquidity and Capital Resources.




Item 3.  Legal Proceedings.

Because of the nature of the hotel business, the Hotel
Partnerships are subject to various claims and legal actions
incidental to the ordinary course of their operations, including
such matters as contract and lease disputes and complaints
alleging personal injury, property damage and employment
discrimination. The General Partner believes that the outcome of
any such pending claims or proceedings, individually or in the
aggregate, will not have a material adverse effect upon the
business, financial condition or results of operations of the
Partnership.




Item 4.  Submission of Matters to a Vote of
Security Holders.

No matters were submitted to a vote of the Unitholders during
the fourth quarter of 2000.




PART II




Item 5.  Market for Registrants
Common Equity and Related Unitholder Matters.

As of March 12, 2001, there were 7,224 holders of record of
the 135,600 limited partnership units (Units).

There is no public market for the Units, and it is not
anticipated that a public market for the Units will develop. The
transfer of Units, or any interest therein, is subject to a
variety of restrictions. Limited partners may not transfer their
interests in the Partnership if, in the opinion of the
Partnerships counsel, such transfers might violate the
registration requirements of the Securities Act of 1933, as
amended, or the laws of any other jurisdiction or agency
applicable to the transfers, cause the Partnership to be
regarded as an association taxable as a corporation, result in
the dissolution or termination of the Partnership or result in
the Hotel Partnership not being able to obtain or continue in
effect any license permitting the service or sale of alcoholic
beverages in the Hotel. The assignee must also meet certain
other requirements set forth in the Partnerships Amended
and Restated Agreement of Limited Partnership (the
Partnership Agreement) before it may be recognized
as a substituted limited partner, including the payment of all
reasonable expenses connected with the transfer of any interest.
The limited partners or their representatives must furnish, as
to voluntary transfers, sufficient information to counsel to
permit the foregoing determination to be made.

Beginning in 1996, the General Partner became aware of offers to
purchase Units, which were mailed to limited partners, that have
ranged from $185 (in 1996) to $1,119 (in 1999) per Unit.
Recently, the General Partner became aware of two offers to
purchase Units in 2001: an offer dated on or about
January 25, 2001 to purchase up to 5,000 Units for $500 per
Unit and an offer dated on or about February 26, 2001 to
purchase up to 5,147 Units for $300 per Unit. The General
Partner recommended that the limited partners not tender their
Units under these offers.

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The following information reflects the Partnerships
records of the average and range of Unit sale prices to date as
quoted in the Limited Partnership Exchanges:

|                                                      |  |                  |        |                   |  |   |                     | 
|----------------------------------------------------- |  | ---------------- | ------ | ----------------- |  | - | ------------------- | 
|                                                      |  | Average Per Unit |        | Range of Per Unit
|                                                      |  | Sales Price(1)   |        | Sales Price(1)   
|                                                      |  |                  |        |                  
|1999                                                  |  |                  |        |                   |  |   |                     | 
|                                                     
|                                                     
|                                                     
|                                                     
|First Quarter                                         |  | $                | 960.92 |                   |  | $ | 500.00 to $1,119.00 | 
|(through January 19, 1999, when sales were suspended) |  |                  |        |                   |  |   |                     | 
|                                                     
|                                                     
|                                                     
|                                                     
|                                                     
|2000                                                  |  |                  |        |                   |  |   |                     | 
|                                                     
|                                                     
|                                                     
|                                                     
|First Quarter                                         |  | $                | 965.85 |                   |  | $ | 725.00 to $1,050.00 | 
|(through March 29, 2000, when sales were suspended)   |  |                  |        |                   |  |   |                     | 
|                                                     
|                                                     
|                                                     
|                                                     
|                                                     
|2001                                                  |  |                  |        |                   |  |   |                     | 
|                                                     
|                                                     
|                                                     
|                                                     
|First Quarter                                         |  | $                | 629.59 |                   |  | $ | 200.00 to $1,065.00 | 
|(through March 12, 2001)                              |  |                  |        |                   |  |   |                     | 






|    |                                                                                                                                                                                                                                                                                                           
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | The Per Unit Sales Price is the actual contracted
	price agreed upon by the respective limited partner and new
	purchaser. This balance does not reflect any reductions in the
	sales price due to subsequent distributions made to the limited
	partners, as specified by some of the mini-tender offers.

In October 1996, the General Partner determined it to be in
the best interest of the Partnership to implement a Unit
transfer policy that relies on the protections of a 5%
safe harbor provision, promulgated by the Internal
Revenue Service, that prevents the Partnership from being deemed
a publicly traded partnership pursuant to
Section 7704 of the Internal Revenue Code of 1986, as
amended. The safe harbor applies if the sum of the percentage
interests in partnership capital or profits represented by Units
traded during any calendar year does not exceed 5% of the
aggregate Partnership interests outstanding (which approximates
6,848 Units).

On March 29, 2000, upon reaching 2000 Unit sales
aggregating 6,848, the General Partner suspended its approval of
any further transfer requests for 2000. As of March 12,
2001, the Partnership has pending Unit sale transfer requests
totaling 3,633 Units for 2001. Unless cancelled by the
transferor, each of these transfers will be processed and
recorded on the books of the Partnership on March 31, 2001.
The average price of these sales is $630 per Unit. When the
Partnership reaches Unit sale transfer requests aggregating
6,848 Units for 2001, the General Partner will suspend its
approval of any Unit sale transfer requests for the remainder of
2001.

Cash distributions of $23.75 per Unit were paid to the limited
partners on March 14, 2000 and June 14, 2000. Cash
distributions of $6.72 per Unit were paid to the limited
partners on September 14, 2000 and December 14, 2000.
An additional distribution relating to the net cash proceeds
from the sale of the St. Francis of $630.00 per Unit was
paid on May 24, 2000. Future distributions will be based on
available Net Cash Flow, as defined in the Partnership
Agreement. The amount of each distribution will be determined by
the General Partner at the end of each calendar quarter
according to the terms of the Partnership Agreement and will be
distributed to the limited partners within 75 days of the
end of the quarter.

The Partnership Agreement requires the General Partner to use
its best efforts to sell or refinance the Hotels by the end of
2001. On January 18, 2000, the St. Francis Partnership
entered into a definitive agreement to sell the St. Francis
for gross proceeds of $243 million. After approval of the
limited partners of record on February 15, 2000 was
obtained, the St. Francis sale closed on April 26,
2000. On February 14, 2001, the Partnership retained Jones
Lang LaSalle Hotels to market the Michigan Avenue. Marketing of
the property is expected to commence shortly. The ultimate sale
of the property is subject to the customary conditions and the
consent of the majority of the limited partners of the
Partnership. See related risk factors in Part I 
Risks Relating to Disposition Opportunities.

The Partnerships investor relations function is handled by
Phoenix American Financial Services, Inc. at 2401 Kerner
Boulevard, San Rafael, CA 94901-5529. The toll-free number
for Phoenix American Financial Services, Inc. is 1-800-323-5888.

7



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Item 6.  Selected Financial Data.

The following table sets forth selected financial information
for the Partnership:

|                                              |                                       |                                         |         |        |  |      |         |        |  |      |         |        |  |   |         |        |  |   |         |        | 
|--------------------------------------------- | ------------------------------------- | --------------------------------------- | ------- | ------ |  | ---- | ------- | ------ |  | ---- | ------- | ------ |  | - | ------- | ------ |  | - | ------- | ------ | 
|                                              |                                       |                                        
|                                              |                                       | Year Ended December 31,                
|                                              |                                       |                                        
|                                              |                                       | 2000(1)                                 |         | 1999   |  | 1998 |         | 1997   |  | 1996
|                                              |                                       |                                         |         |        |  |      |         |        |  |     
|                                              |                                       |                                        
|                                              |                                       | (In thousands, except per Unit amounts)
|                                             
|                                             
|                                             
|                                             
|Operating revenues:                           |                                       |                                         |         |        |  |      |         |        |  |      |         |        |  |   |         |        |  |   |         |       
|                                             
|                                             
|                                             
|                                             
|                                              | Rooms                                 |                                         | $       | 58,232 |  |      | $       | 97,973 |  |      | $       | 94,724 |  |   | $       | 83,600 |  |   | $       | 73,375 | 
|                                             
|                                             
|                                             
|                                             
|                                              | Food and beverage                     |                                         |         | 20,771 |  |      |         | 45,277 |  |      |         | 37,354 |  |   |         | 32,793 |  |   |         | 27,477 | 
|                                             
|                                             
|                                             
|                                             
|                                              | Other operating departments           |                                         |         | 7,873  |  |      |         | 13,047 |  |      |         | 12,158 |  |   |         | 10,660 |  |   |         | 10,098 | 
|                                              |                                       |                                         |         |        |  |      |         |        |  |      |         |        |  |   |         |        |  |   |         |       
|Total operating revenues                      |                                       |                                         | 86,876  |        |  |      | 156,297 |        |  |      | 144,236 |        |  |   | 127,053 |        |  |   | 110,950 |       
|                                              |                                       |                                         |         |        |  |      |         |        |  |      |         |        |  |   |         |        |  |   |         |       
|Operating expenses:                           |                                       |                                         |         |        |  |      |         |        |  |      |         |        |  |   |         |        |  |   |         |       
|                                             
|                                             
|                                             
|                                             
|                                              | Rooms                                 |                                         |         | 14,652 |  |      |         | 25,417 |  |      |         | 25,493 |  |   |         | 22,162 |  |   |         | 19,631 | 
|                                             
|                                             
|                                             
|                                             
|                                              | Food and beverage                     |                                         |         | 16,109 |  |      |         | 35,189 |  |      |         | 26,946 |  |   |         | 24,866 |  |   |         | 21,963 | 
|                                             
|                                             
|                                             
|                                             
|                                              | Administrative, general and marketing |                                         |         | 11,700 |  |      |         | 18,886 |  |      |         | 19,857 |  |   |         | 18,022 |  |   |         | 16,265 | 
|                                             
|                                             
|                                             
|                                             
|                                              | Management fees                       |                                         |         | 5,358  |  |      |         | 13,300 |  |      |         | 9,949  |  |   |         | 8,554  |  |   |         | 5,672  | 
|                                             
|                                             
|                                             
|                                             
|                                              | Other                                 |                                         |         | 20,285 |  |      |         | 34,308 |  |      |         | 31,617 |  |   |         | 30,990 |  |   |         | 27,520 | 
|                                              |                                       |                                         |         |        |  |      |         |        |  |      |         |        |  |   |         |        |  |   |         |       
|Total operating expenses                      |                                       |                                         | 68,104  |        |  |      | 127,100 |        |  |      | 113,862 |        |  |   | 104,594 |        |  |   | 91,051  |       
|                                              |                                       |                                         |         |        |  |      |         |        |  |      |         |        |  |   |         |        |  |   |         |       
|Operating profit                              |                                       | $                                       | 18,772  |        |  | $    | 29,197  |        |  | $    | 30,374  |        |  | $ | 22,459  |        |  | $ | 19,899  |       
|                                              |                                       |                                         |         |        |  |      |         |        |  |      |         |        |  |   |         |        |  |   |         |       
|Net income                                    |                                       | $                                       | 66,139  | (2)    |  | $    | 16,831  |        |  | $    | 17,933  |        |  | $ | 9,691   |        |  | $ | 6,978   |       
|                                             
|                                             
|                                             
|                                             
|Net income per Unit                           |                                       | $                                       | 487.75  |        |  | $    | 124.12  |        |  | $    | 132.25  |        |  | $ | 71.47   |        |  | $ | 51.46   |       
|                                             
|                                             
|                                             
|                                             
|Total assets                                  |                                       | $                                       | 109,272 |        |  | $    | 295,834 |        |  | $    | 285,661 |        |  | $ | 269,785 |        |  | $ | 263,148 |       
|                                             
|                                             
|                                             
|                                             
|Long-term obligations, net of current portion |                                       | $                                       | 40,322  |        |  | $    | 166,049 |        |  | $    | 165,050 |        |  | $ | 162,989 |        |  | $ | 157,880 |       
|                                             
|                                             
|                                             
|                                             
|Deferred incentive management fees            |                                       | $                                       | 7,447   |        |  | $    | 29,532  |        |  | $    | 25,618  |        |  | $ | 22,281  |        |  | $ | 19,425  |       
|                                             
|                                             
|                                             
|                                             
|Distributions paid per Unit                   |                                       | $                                       | 690.94  |        |  | $    | 95.00   |        |  | $    | 95.00   |        |  | $ | 95.00   |        |  | $ |        |       






|    |                                                                       
|--- | ----------------------------------------------------------------------
|(1) | Includes St. Francis results through the
	sale date on April 26, 2000.
|(2) | Includes $52,606 gain on the St. Francis
	sale.                       




Item 7.  Managements Discussion and
Analysis of Financial Condition and Results of
Operations.

General

The Hotels primary market focus is on business travelers,
conventions and other groups. The Hotels business
activities generally follow national economic trends. The level
of tourist business is influenced by the general global economic
environment and political climate and, to a lesser extent, by
the strength of the U.S. dollar in relation to foreign
currencies. Due to the anticipated economic slowdown, the
Chicago hotel industry is not expected to experience significant
growth in 2001. The Michigan Avenue continues to experience
seasonal trends, with the lowest occupancy levels occurring
during the first quarter, followed by higher occupancies during
the last three quarters of the year.

Results of Operations

This section analyzes significant fluctuations in items
affecting the consolidated statements of operations for the
years ended December 31, 2000, 1999 and 1998. Due to the
sale of the St. Francis in April 2000, only the
Michigan Avenues results of operations will be analyzed in
detail for the year ended December 31, 2000 as compared to
1999. The consolidated Partnership results will be analyzed for
the year ended December 31, 1999 as compared to 1998.

8



---



##### Table of Contents



2000 Compared with 1999

The Partnership.The Partnerships operating
revenues and operating profit of $86.9 million and $18.8
million, respectively, for the year ended December 31, 2000
decreased $69.4 million and $10.4 million, respectively, over
the year ended December 31, 1999 due to the sale of the
St. Francis in April 2000, offset by the increases in the
Michigan Avenues operating revenue and operating profit
discussed below. Net income increased $49.3 million due
primarily to the $52.6 million gain on the sale of the
St. Francis.

The Michigan Avenue.Due to the sale of the
St. Francis on April 26, 2000, the results of
operations and key statistics presented and discussed below are
for the Michigan Avenue only.

|                                              |  |                         |        |      |  |   |        |  
|--------------------------------------------- |  | ----------------------- | ------ | ---- |  | - | ------ | -
|                                              |  |                        
|                                              |  | Year Ended December 31,
|                                              |  |                        
|                                              |  | 2000                    |        | 1999
|                                              |  |                         |        |     
|REVPAR (revenue per available room)           |  | $                       | 126.87 |      |  | $ | 113.70 |  
|                                             
|                                             
|                                             
|                                             
|Operating profit as a percentage of revenues: |  |                         |        |      |  |   |        |  
|                                             
|                                             
|                                             
|                                             
|Rooms                                         |  |                         | 76.71  | %    |  |   | 76.87  | %
|                                             
|                                             
|                                             
|                                             
|Food and beverage                             |  |                         | 19.78  | %    |  |   | 15.18  | %
|                                             
|                                             
|                                             
|                                             
|EBITDA (in thousands)(1)                      |  | $                       | 16,299 |      |  | $ | 11,539 |  






|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | EBITDA represents net earnings before interest
	expense, income tax expense, depreciation and amortization and
	minority interests. The General Partner considers EBITDA to be a
	measure of the Partnerships operating performance due to
	the significance of the Partnerships long-lived assets and
	because such data can be used to measure the Partnerships
	ability to service debt, fund capital expenditures and pay cash
	distributions. EBITDA is not intended to represent cash flow
	from operations as defined by accounting principles generally
	accepted in the United States and such information should not be
	considered as an alternative to net income, cash flow from
	operations or any other performance measure prescribed by
	accounting principles generally accepted in the United
	States.

The Michigan Avenue had net income of $6.5 million for the year
ended December 31, 2000, a 25.0% or $1.3 million increase
from 1999. EBITDA for the year of $16.3 million represents a
41.3% increase over 1999.

The Michigan Avenues rooms revenues for the year ended
December 31, 2000 were $34.9 million, which represents an
11.9% or $3.7 million increase over the prior year. REVPAR for
2000 reached $126.87, an 11.6% increase over 1999. This REVPAR
increase was due to increases in average room rates in all
segments due to completion of the room renovations in the second
quarter of 2000 and increased transient demand. The Michigan
Avenue reported an increase in average room rate of 12.0% to
$174.66, and its occupancy rate decreased 0.3 percentage points
to 72.6% due primarily to the cancellation of one airline
contract. The Michigan Avenues rooms department profit
percentage for 2000 remained relatively consistent with the
previous year due to the increase in average daily room rate
which is offset by a slight decrease in occupancy percentage and
increased room costs.

The Michigan Avenues food and beverage revenues of $9.1
million for 2000 represent a $1.0 million or 9.9% decrease
compared to 1999. This decrease is due primarily to the transfer
of the Grill on the Alleys restaurant operations to a
third party in June 2000 under an operating lease. The Hotel
reports restaurant lease revenues in other operating department
revenues. The Michigan Avenues food and beverage
department profit for 2000 increased 4.6 percentage points
to 19.78% from 1999, primarily as a result of the lease of the
restaurant operations discussed above.

Other operating departments had revenues of $4.4 million for the
year ended December 31, 2000, a $0.1 million increase over
1999, primarily resulting from additional rental revenue
discussed above.

The Michigan Avenues operating expenses for 2000 increased
1.8% to $39.3 million. The most significant operating expense
increases were due to greater depreciation due to the
renovations discussed in Item 2, Property 
Capital Improvements, and an increase in management fees.
Management fees increased 18.2% over 1999 to $1.9 million due to
improved Partnership Net Operating Cash Flow, as defined in the
Partnership Agreement.

9



---



##### Table of Contents



1999 Compared with 1998

The table below represents key statistics for the Partnership:

|                                              |  |                         |        |      |  |   |        |  
|--------------------------------------------- |  | ----------------------- | ------ | ---- |  | - | ------ | -
|                                              |  |                        
|                                              |  | Year Ended December 31,
|                                              |  |                        
|                                              |  | 1999                    |        | 1998
|                                              |  |                         |        |     
|REVPAR                                        |  | $                       | 138.15 |      |  | $ | 132.84 |  
|                                             
|                                             
|                                             
|                                             
|Operating profit as a percentage of revenues: |  |                         |        |      |  |   |        |  
|                                             
|                                             
|                                             
|                                             
|Rooms                                         |  |                         | 74.1   | %    |  |   | 73.1   | %
|                                             
|                                             
|                                             
|                                             
|Food and beverage                             |  |                         | 22.3   | %    |  |   | 27.9   | %
|                                             
|                                             
|                                             
|                                             
|EBITDA (in thousands)                         |  | $                       | 42,458 |      |  | $ | 41,850 |  

The Partnership had consolidated net income of $16.8 million for
the year ended December 31, 1999, a 6.1% or $1.1 million
decrease from 1998. EBITDA for the year of $42.5 million
represents a 1.5% increase over 1998.

Consolidated rooms revenues for the year ended December 31,
1999 were $98.0 million, which represents a 3.4% or $3.2 million
increase over the prior year. Consolidated REVPAR for 1999
reached $138.15, a 4.0% increase over 1998. The
St. Francis REVPAR increase of 5.9% to $153.55 and
the Michigan Avenues REVPAR increase of 0.2% to $113.70
were due to increases in average room rates in all segments. At
the St. Francis, the average room rate for 1999 increased
5.7% to $184.98 and the occupancy rate increased
0.2 percentage points from the prior year to 83.0%. The
Michigan Avenue reported a decrease in average room rate of 2.5%
to $155.90, and its occupancy rate increased 2.0 percentage
points to 72.9% due primarily to an increase in the group
segment. Consolidated rooms department profit for 1999 increased
1.0 percentage point to 74.1% from the prior year. This
improvement was attributable primarily to the REVPAR growth
previously noted.

Consolidated food and beverage revenues of $45.3 million for
1999 represent a $7.9 million or 21.2% increase compared to
1998. The St. Francis reported an increase in food and
beverage revenues of 27.7% or $7.6 million over 1998 due to
strong banquet revenues and the addition of banquet space. The
Michigan Avenues food and beverage revenues for 1999
increased 3.1% to $10.1 million. This increase is due primarily
to an increase in restaurant revenues. The consolidated food and
beverage department profit for 1999 decreased
5.6 percentage points to 22.3% from 1998, primarily as a
result of a decrease in the Michigan Avenues food and
beverage department profit of $1.2 million. The decrease at the
Michigan Avenue was due primarily to a decrease in banquet
revenues and an increase in food and beverage costs. The
St. Francis food and beverage department profit
increased 11.1% in 1999, primarily as a result of an increase in
banquet business.

Other operating departments had consolidated revenues of $13.0
million for the year ended December 31, 1999, a $0.9
million increase over 1998, primarily resulting from increases
in telecommunication revenues.

Consolidated operating expenses for 1999 increased 11.6% to
$127.1 million. The most significant operating expense
increases, other than food and beverage expenses, were due to
greater depreciation from capital additions and an increase in
management fees. Management fees increased 33.7% to $13.3
million over 1998 due to improved Partnership Net Operating Cash
Flow, as defined in the Partnership Agreement.

Liquidity and Capital Resources

As of December 31, 2000, the Partnership had cash and cash
equivalents of approximately $30.0 million, a $9.6 million
decrease from December 31, 1999. This decrease is primarily
due to distributions paid to the Unitholders, repayment of
long-term obligations and capital purchases. During 2000, total
net cash provided by operating activities was $0.4 million.

In 2000, a total of $11.6 million was deposited into the
Furniture, Fixture and Equipment (FF&E) Reserve
Accounts as required by the Restructuring Agreement. The
beginning balance, the deposits, plus interest of $0.3 million,
less $14.8 million to fund a portion of the capital expenditures
in 2000, is included in

10



---



##### Table of Contents





A total of $18.4 million was spent for capital improvements in
2000 for both Hotels (the St. Francis improvements prior to
sale on April 26, 2000). The Michigan Avenue spent $15.5
million for capital improvements in 2000. Of this amount, $12.4
million was spent on the renovation of the main building rooms;
$1.9 million on the renovation of food and beverage facilities;
and the remaining $1.2 million on various other projects, such
as computer equipment modernization, engineering equipment
upgrades and the conversion of an unused health club into office
space.

Expenditures in 2001 are expected to total approximately $2.3
million. Approximately $0.8 million is expected to be spent on
guest room renovations, $0.7 million for renovation of the
ballrooms, $0.5 million for engineering and computer
enhancements and $0.3 million for food and beverage equipment.
All capital projects are subject to approval by the Lender and
the General Partner.

The Michigan Avenue mortgage loan, as restructured, provides for
scheduled principal and interest payments of $3.1 million in
2001.

Cash distributions to Unitholders for 1998 and 1999 amounted to
$95.00 per Unit per year and were paid in quarterly installments
of $23.75 per Unit. The 2000 distribution amounted to $690.94
and was paid as follows: $23.75, $630.00, $23.75, $6.72 and
$6.72 on March 14, May 24, June 14,
September 14 and December 14, respectively. The
$630.00 distribution reflects the payout of the net cash
proceeds received from the St. Francis sale in accordance
with the terms of the Partnership Agreement.

At this time, the General Partner anticipates that the cash on
hand and cash flow from operations will provide adequate funding
for payments on the remaining mortgage loan and 2001 capital
expenditures. In addition, barring any unforeseen adverse
occurrence, the General Partner anticipates that the Partnership
will be in a position to continue regular distributions to the
limited partners at an annual level of $26.88 per Unit in 2001.
Future distributions will be based on available Net Cash Flow
and are dependent upon the Net Cash Flow generated by the Hotel
and the adequacy of cash reserves. The amount of each
distribution will be determined by the General Partner at the
end of each calendar quarter according to the terms of the
Partnership Agreement and will be distributed to the limited
partners within 75 days of the end of the quarter.

The Partnership Agreement requires that the General Partner use
its best efforts to sell or refinance the Hotels by the end of
2001. On April 26, 2000, after obtaining the approval of a
majority of the limited partners, the General Partner sold the
St. Francis to a third party. On February 14, 2001,
the Partnership retained Jones Lang LaSalle Hotels to market the
Michigan Avenue for sale. Marketing of the property is expected
to commence shortly. The ultimate sale of the property is
subject to the customary conditions and the consent of the
majority of the limited partners of the Partnership.




Item 7A.  Quantitative and Qualitative
Disclosures about Market Risk.

The Partnership is exposed to market risk on its financial
instruments from changes in interest rates. The Partnership does
not use financial instruments for trading or speculative
purposes or to manage interest rate risk. Increases in market
interest rates would not have a substantial adverse effect on
profitability.

The Partnerships financial instruments consist primarily
of variable rate notes and fixed rate debt. The
Partnerships debt at December 31, 2000 consisted of
notes payable to the General Partner and a mortgage loan.

11



---



##### Table of Contents






Item 8.  Financial Statements and
Supplementary Data.

The following documents are filed as part of this report:

|                                                       |  |      |       | 
|------------------------------------------------------ |  | ---- | ----- | 
|Document                                               |  | Page
|                                                       |  |     
|Report of Independent Public Accountants               |  |      | 13    | 
|                                                      
|                                                      
|                                                      
|                                                      
|Consolidated Balance Sheets                            |  |      | 14    | 
|                                                      
|                                                      
|                                                      
|                                                      
|Consolidated Statements of Operations                  |  |      | 15    | 
|                                                      
|                                                      
|                                                      
|                                                      
|Consolidated Statements of Partners Capital (Deficit) |  |      | 16    | 
|                                                      
|                                                      
|                                                      
|                                                      
|Consolidated Statements of Cash Flows                  |  |      | 17    | 
|                                                      
|                                                      
|                                                      
|                                                      
|Notes to Consolidated Financial Statements             |  |      | 18-24 | 

Financial statement schedules are omitted for the reason that
they are not required, are insignificant or because the required
information is shown in the consolidated financial statements or
notes thereto.




Item 9.  Changes in and Disagreements with
Accountants on Accounting and Financial Disclosure.

Not applicable.

12



---



##### Table of Contents



REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Westin Hotels Limited Partnership:

We have audited the accompanying consolidated balance sheets of
the Westin Hotels Limited Partnership and subsidiaries (the
Partnership) (a Delaware limited partnership) as of
December 31, 2000 and 1999, and the related consolidated
statements of operations, partners capital
(deficit) and cash flows for each of the three years in the
period ended December 31, 2000. These financial statements
are the responsibility of the Partnerships management. Our
responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with auditing standards
generally accepted in the United States. Those standards require
that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of the Partnership as of December 31, 2000 and 1999, and
the results of their operations and their cash flows for each of
the three years in the period ended December 31, 2000 in
conformity with accounting principles generally accepted in the
United States.



| |                    
| | -------------------
| | Arthur Andersen LLP

Phoenix, Arizona



13



---



##### Table of Contents



WESTIN HOTELS LIMITED PARTNERSHIP

CONSOLIDATED BALANCE SHEETS

(In thousands, except Units)


|                                                              |                                                                               |                                |                        |              |        |       |         |        |         |       | 
|------------------------------------------------------------- | ----------------------------------------------------------------------------- | ------------------------------ | ---------------------- | ------------ | ------ | ----- | ------- | ------ | ------- | ----- | 
|                                                              |                                                                               | December 31,                   |                        | December 31,
|                                                              |                                                                               | 2000                           |                        | 1999        
|                                                              |                                                                               |                                |                        |             
|                                                             
|                                                             
|                                                             
|                                                             
|ASSETS                                                       
|                                                             
|                                                             
|                                                             
|                                                             
|Current assets:                                               |                                                                               |                                |                        |              |        |       |         |       
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              | Cash and cash equivalents, including restricted cash of $4,009
	and $3,716    |                                | $                      | 29,996       |        |       | $       | 39,625 |        
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              | Accounts receivable, net of allowance for doubtful accounts of
	$128 and $283 |                                |                        | 3,264        |        |       |         | 8,840  |        
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              | Inventories                                                                   |                                |                        | 316          |        |       |         | 748    |        
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              | Prepaid expenses and other current assets                                     |                                |                        | 293          |        |       |         | 1,971  |        
|                                                              |                                                                               |                                |                        |              |        |       |         |       
|                                                              |                                                                               | Total current assets           |                        |              | 33,869 |       |         |        | 51,184  |      
|                                                              |                                                                               |                                |                        |              |        |       |         |       
|Property and equipment, at cost:                              |                                                                               |                                |                        |              |        |       |         |       
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              | Buildings and improvements                                                    |                                |                        | 54,538       |        |       |         | 54,508 |        
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              | Furniture, fixtures and equipment                                             |                                |                        | 58,528       |        |       |         | 41,423 |        
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              | Expendable supplies                                                           |                                |                        | 555          |        |       |         | 555    |        
|                                                              |                                                                               |                                |                        |              |        |       |         |       
|                                                              |                                                                               |                                | 113,621                |              |        |       | 96,486  |       
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              | Less accumulated depreciation                                                 |                                |                        | 49,910       |        |       |         | 42,688 |        
|                                                              |                                                                               |                                |                        |              |        |       |         |       
|                                                              |                                                                               |                                | 63,711                 |              |        |       | 53,798  |       
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              | Construction in progress                                                      |                                |                        |             |        |       |         | 1,596  |        
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              | Land                                                                          |                                |                        | 8,835        |        |       |         | 8,835  |        
|                                                              |                                                                               |                                |                        |              |        |       |         |       
|Land, property and equipment, net                             |                                                                               |                                | 72,546                 |              |        |       | 64,229  |       
|                                                              |                                                                               |                                |                        |              |        |       |         |       
|Other assets, including restricted cash of $2,339 and $5,185  |                                                                               |                                | 2,857                  |              |        |       | 5,990   |       
|                                                             
|                                                             
|                                                             
|                                                             
|Assets held for sale                                          |                                                                               |                                |                       |              |        |       | 174,431 |       
|                                                              |                                                                               |                                |                        |              |        |       |         |       
|                                                              |                                                                               | $                              | 109,272                |              |        | $     | 295,834 |       
|                                                              |                                                                               |                                |                        |              |        |       |         |       
|LIABILITIES AND PARTNERS CAPITAL (DEFICIT)                  
|                                                             
|                                                             
|                                                             
|                                                             
|Current liabilities:                                          |                                                                               |                                |                        |              |        |       |         |       
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              | Current maturities of long-term obligations                                   |                                | $                      | 549          |        |       | $       | 2,218  |        
|                                                              | Accounts payable                                                             |                                |                        |              |        |       |         |        |        
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              |                                                                               | Trade and other                |                        |              | 333    |       |         |        | 1,823   |      
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              |                                                                               | General Partner and affiliates |                        |              | 2,664  |       |         |        | 4,845   |      
|                                                              |                                                                               |                                |                        |              |        |       |         |       
|                                                              |                                                                               |                                | Total accounts payable |              |        | 2,997 |         |        |         | 6,668 | 
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              | Accrued expenses                                                              |                                |                        | 6,525        |        |       |         | 11,336 |        
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              | Other current liabilities                                                     |                                |                        | 386          |        |       |         | 1,623  |        
|                                                              |                                                                               |                                |                        |              |        |       |         |       
|                                                              |                                                                               | Total current liabilities      |                        |              | 10,457 |       |         |        | 21,845  |      
|                                                             
|                                                             
|                                                             
|                                                             
|Long-term obligations                                         |                                                                               |                                | 31,224                 |              |        |       | 125,904 |       
|                                                             
|                                                             
|                                                             
|                                                             
|Long-term obligation to General Partner                       |                                                                               |                                | 9,098                  |              |        |       | 40,145  |       
|                                                             
|                                                             
|                                                             
|                                                             
|Deferred incentive management fees payable to General Partner |                                                                               |                                | 7,447                  |              |        |       | 29,532  |       
|                                                              |                                                                               |                                |                        |              |        |       |         |       
|                                                              |                                                                               | Total liabilities              |                        |              | 58,226 |       |         |        | 217,426 |      
|                                                              |                                                                               |                                |                        |              |        |       |         |       
|Minority interests                                            |                                                                               |                                | 4,409                  |              |        |       | 4,218   |       
|                                                              |                                                                               |                                |                        |              |        |       |         |       
|Commitments and contingencies                                 |                                                                               |                                |                        |              |        |       |         |       
|                                                             
|                                                             
|                                                             
|                                                             
|Partners capital (deficit):                                  |                                                                               |                                |                        |              |        |       |         |       
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              | General Partner                                                               |                                |                        | (131         | )      |       |         | (2,926 | )      
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              | Limited Partners (135,600 Units issued and outstanding)                       |                                |                        | 46,768       |        |       |         | 77,116 |        
|                                                              |                                                                               |                                |                        |              |        |       |         |       
|                                                              |                                                                               | Total Partners capital        |                        |              | 46,637 |       |         |        | 74,190  |      
|                                                              |                                                                               |                                |                        |              |        |       |         |       
|                                                              |                                                                               | $                              | 109,272                |              |        | $     | 295,834 |       
|                                                              |                                                                               |                                |                        |              |        |       |         |       

The accompanying notes are an integral part of these
consolidated financial statements.

14



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##### Table of Contents



WESTIN HOTELS LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except Unit data)


|                                 |                                    |                         |         |        |   |      |         |         |   |   |         |         |  
|-------------------------------- | ---------------------------------- | ----------------------- | ------- | ------ | - | ---- | ------- | ------- | - | - | ------- | ------- | -
|                                 |                                    |                        
|                                 |                                    | Year Ended December 31,
|                                 |                                    |                        
|                                 |                                    | 2000                    |         | 1999   |   | 1998
|                                 |                                    |                         |         |        |   |     
|Operating revenues:              |                                    |                         |         |        |   |      |         |         |   |   |         |        
|                                
|                                
|                                
|                                
|                                 | Rooms                              |                         | $       | 58,232 |   |      | $       | 97,973  |   |   | $       | 94,724  |  
|                                
|                                
|                                
|                                
|                                 | Food and beverage                  |                         |         | 20,771 |   |      |         | 45,277  |   |   |         | 37,354  |  
|                                
|                                
|                                
|                                
|                                 | Other operating departments        |                         |         | 7,873  |   |      |         | 13,047  |   |   |         | 12,158  |  
|                                 |                                    |                         |         |        |   |      |         |         |   |   |         |        
|Total operating revenues         |                                    |                         | 86,876  |        |   |      | 156,297 |         |   |   | 144,236 |        
|                                 |                                    |                         |         |        |   |      |         |         |   |   |         |        
|Operating expenses:              |                                    |                         |         |        |   |      |         |         |   |   |         |        
|                                
|                                
|                                
|                                
|                                 | Rooms                              |                         |         | 14,652 |   |      |         | 25,417  |   |   |         | 25,493  |  
|                                
|                                
|                                
|                                
|                                 | Food and beverage                  |                         |         | 16,109 |   |      |         | 35,189  |   |   |         | 26,946  |  
|                                
|                                
|                                
|                                
|                                 | Other operating departments        |                         |         | 2,177  |   |      |         | 3,902   |   |   |         | 3,407   |  
|                                
|                                
|                                
|                                
|                                 | Administrative and general         |                         |         | 6,290  |   |      |         | 9,363   |   |   |         | 9,600   |  
|                                
|                                
|                                
|                                
|                                 | Related party management fees      |                         |         | 5,358  |   |      |         | 13,300  |   |   |         | 9,949   |  
|                                
|                                
|                                
|                                
|                                 | Advertising and business promotion |                         |         | 5,410  |   |      |         | 9,523   |   |   |         | 10,257  |  
|                                
|                                
|                                
|                                
|                                 | Property maintenance and energy    |                         |         | 4,848  |   |      |         | 8,776   |   |   |         | 8,733   |  
|                                
|                                
|                                
|                                
|                                 | Local taxes and insurance          |                         |         | 5,677  |   |      |         | 9,344   |   |   |         | 8,470   |  
|                                
|                                
|                                
|                                
|                                 | Rent                               |                         |         | 361    |   |      |         | 607     |   |   |         | 817     |  
|                                
|                                
|                                
|                                
|                                 | Depreciation                       |                         |         | 7,222  |   |      |         | 11,679  |   |   |         | 10,190  |  
|                                 |                                    |                         |         |        |   |      |         |         |   |   |         |        
|Total operating expenses         |                                    |                         | 68,104  |        |   |      | 127,100 |         |   |   | 113,862 |        
|                                 |                                    |                         |         |        |   |      |         |         |   |   |         |        
|Operating profit                 |                                    |                         | 18,772  |        |   |      | 29,197  |         |   |   | 30,374  |        
|                                 |                                    |                         |         |        |   |      |         |         |   |   |         |        
|Other income (expense):          |                                    |                         |         |        |   |      |         |         |   |   |         |        
|                                
|                                
|                                
|                                
|                                 | Interest income                    |                         |         | 1,882  |   |      |         | 1,582   |   |   |         | 1,286   |  
|                                
|                                
|                                
|                                
|                                 | Interest expense                   |                         |         | (6,930 | ) |      |         | (13,711 | ) |   |         | (13,479 | )
|                                
|                                
|                                
|                                
|                                 | Gain on sale of the St. Francis    |                         |         | 52,606 |   |      |         |        |   |   |         |        |  
|                                 |                                    |                         |         |        |   |      |         |         |   |   |         |        
|Net other income (expense)       |                                    |                         | 47,558  |        |   |      | (12,129 | )       |   |   | (12,193 | )      
|                                 |                                    |                         |         |        |   |      |         |         |   |   |         |        
|Income before minority interests |                                    |                         | 66,330  |        |   |      | 17,068  |         |   |   | 18,181  |        
|                                
|                                
|                                
|                                
|Minority interests in net income |                                    |                         | (191    | )      |   |      | (237    | )       |   |   | (248    | )      
|                                 |                                    |                         |         |        |   |      |         |         |   |   |         |        
|Net income                       |                                    | $                       | 66,139  |        |   | $    | 16,831  |         |   | $ | 17,933  |        
|                                 |                                    |                         |         |        |   |      |         |         |   |   |         |        
|Net income per Unit              |                                    | $                       | 487.75  |        |   | $    | 124.12  |         |   | $ | 132.25  |        
|                                 |                                    |                         |         |        |   |      |         |         |   |   |         |        
|Units outstanding                |                                    |                         | 135,600 |        |   |      | 135,600 |         |   |   | 135,600 |        
|                                 |                                    |                         |         |        |   |      |         |         |   |   |         |        

The accompanying notes are an integral part of these
consolidated financial statements.

15



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##### Table of Contents



WESTIN HOTELS LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF PARTNERS CAPITAL
(DEFICIT)

(In thousands)


|                             |                    |         |        |          |   |       |        |         |   |   |        |         |  
|---------------------------- | ------------------ | ------- | ------ | -------- | - | ----- | ------ | ------- | - | - | ------ | ------- | -
|                             |                    | General |        | Limited  |   |      
|                             |                    | Partner |        | Partners |   | Total
|                             |                    |         |        |          |   |      
|Balance at December 31, 1997 |                    | $       | (2,307 | )        |   | $     | 67,497 |         |   | $ | 65,190 |        
|                            
|                            
|                            
|                            
|                             | Cash distributions |         |        |         |   |       |        | (12,882 | ) |   |        | (12,882 | )
|                            
|                            
|                            
|                            
|                             | Net income (loss)  |         |        | (256     | ) |       |        | 18,189  |   |   |        | 17,933  |  
|                             |                    |         |        |          |   |       |        |         |   |   |        |        
|Balance at December 31, 1998 |                    |         | (2,563 | )        |   |       | 72,804 |         |   |   | 70,241 |        
|                            
|                            
|                            
|                            
|                             | Cash distributions |         |        |         |   |       |        | (12,882 | ) |   |        | (12,882 | )
|                            
|                            
|                            
|                            
|                             | Net income (loss)  |         |        | (363     | ) |       |        | 17,194  |   |   |        | 16,831  |  
|                             |                    |         |        |          |   |       |        |         |   |   |        |        
|Balance at December 31, 1999 |                    |         | (2,926 | )        |   |       | 77,116 |         |   |   | 74,190 |        
|                            
|                            
|                            
|                            
|                             | Cash distributions |         |        |         |   |       |        | (93,692 | ) |   |        | (93,692 | )
|                            
|                            
|                            
|                            
|                             | Net income         |         |        | 2,795    |   |       |        | 63,344  |   |   |        | 66,139  |  
|                             |                    |         |        |          |   |       |        |         |   |   |        |        
|Balance at December 31, 2000 |                    | $       | (131   | )        |   | $     | 46,768 |         |   | $ | 46,637 |        
|                             |                    |         |        |          |   |       |        |         |   |   |        |        

The accompanying notes are an integral part of these
consolidated financial statements.

16



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##### Table of Contents



WESTIN HOTELS LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)


|                                                                                   |                                                               |                                                     |          |         |          |      |         |        |         |   |         |        |         |  
|---------------------------------------------------------------------------------- | ------------------------------------------------------------- | --------------------------------------------------- | -------- | ------- | -------- | ---- | ------- | ------ | ------- | - | ------- | ------ | ------- | -
|                                                                                   |                                                               |                                                    
|                                                                                   |                                                               | Year Ended December 31,                            
|                                                                                   |                                                               |                                                    
|                                                                                   |                                                               | 2000                                                |          | 1999    |          | 1998
|                                                                                   |                                                               |                                                     |          |         |          |     
|Operating Activities                                                               |                                                               |                                                     |          |         |          |      |         |        |         |   |         |       
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|Net income                                                                         |                                                               | $                                                   | 66,139   |         |          | $    | 16,831  |        |         | $ | 17,933  |       
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|Adjustments to reconcile net income to net cash provided by
	operating activities: |                                                               |                                                     |          |         |          |      |         |        |         |   |         |       
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                   | Gain on sale of the St. Francis                               |                                                     |          | (52,606 | )        |      |         |       |         |   |         |       |        
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                   | Depreciation                                                  |                                                     |          | 7,222   |          |      |         | 11,679 |         |   |         | 10,190 |        
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                   | Amortization of deferred loan fees                            |                                                     |          | 38      |          |      |         | 58     |         |   |         | 42     |        
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                   | Interest expense on long-term obligation to General Partner   |                                                     |          | 1,862   |          |      |         | 3,217  |         |   |         | 3,119  |        
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                   | Minority interests in net income                              |                                                     |          | 191     |          |      |         | 237    |         |   |         | 248    |        
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|Increase (decrease) in cash resulting from changes in:                             |                                                               |                                                     |          |         |          |      |         |        |         |   |         |       
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                   | Accounts receivable                                           |                                                     |          | 607     |          |      |         | 105    |         |   |         | 208    |        
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                   | Inventories                                                   |                                                     |          | (30     | )        |      |         | (107   | )       |   |         |       |        
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                   | Prepaid expenses and other current assets                     |                                                     |          | 139     |          |      |         | (1,113 | )       |   |         | 782    |        
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                   | Trade and other accounts payable                              |                                                     |          | (180    | )        |      |         | 222    |         |   |         | 3,401  |        
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                   | Accrued expenses and other current liabilities                |                                                     |          | 804     |          |      |         | 469    |         |   |         | 1,607  |        
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                   | Accounts payable  General Partner and affiliates             |                                                     |          | (1,686  | )        |      |         | (1,751 | )       |   |         | (333   | )      
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                   | Deferred incentive management fees payable to General Partner |                                                     |          | (22,085 | )        |      |         | 4,565  |         |   |         | 3,337  |        
|                                                                                   |                                                               |                                                     |          |         |          |      |         |        |         |   |         |       
|                                                                                   |                                                               | Net cash provided by operating activities           |          |         | 415      |      |         |        | 34,412  |   |         |        | 40,534  |  
|                                                                                   |                                                               |                                                     |          |         |          |      |         |        |         |   |         |       
|Investing Activities                                                               |                                                               |                                                     |          |         |          |      |         |        |         |   |         |       
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|Net proceeds from sale of the St. Francis                                          |                                                               |                                                     | 232,981  |         |          |      |        |        |         |   |        |       
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|Additions to property and equipment                                                |                                                               |                                                     | (18,437  | )       |          |      | (11,356 | )      |         |   | (15,175 | )     
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|Decrease (increase) in restricted cash                                             |                                                               |                                                     | 2,846    |         |          |      | (1,295  | )      |         |   | 4,070   |       
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|Increase in other assets                                                           |                                                               |                                                     | (211     | )       |          |      | (43     | )      |         |   | (175    | )     
|                                                                                   |                                                               |                                                     |          |         |          |      |         |        |         |   |         |       
|                                                                                   |                                                               | Net cash provided by (used in) investing activities |          |         | 217,179  |      |         |        | (12,694 | ) |         |        | (11,280 | )
|                                                                                   |                                                               |                                                     |          |         |          |      |         |        |         |   |         |       
|Financing Activities                                                               |                                                               |                                                     |          |         |          |      |         |        |         |   |         |       
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|Cash distributions                                                                 |                                                               |                                                     | (93,692  | )       |          |      | (12,882 | )      |         |   | (12,882 | )     
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|Repayment of long-term obligations                                                 |                                                               |                                                     | (133,531 | )       |          |      | (735    | )      |         |   | (598    | )     
|                                                                                   |                                                               |                                                     |          |         |          |      |         |        |         |   |         |       
|                                                                                   |                                                               | Net cash used in financing activities               |          |         | (227,223 | )    |         |        | (13,617 | ) |         |        | (13,480 | )
|                                                                                   |                                                               |                                                     |          |         |          |      |         |        |         |   |         |       
|Net increase (decrease) in cash and cash equivalents                               |                                                               |                                                     | (9,629   | )       |          |      | 8,101   |        |         |   | 15,774  |       
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|Cash and cash equivalents at beginning of year                                     |                                                               |                                                     | 39,625   |         |          |      | 31,524  |        |         |   | 15,750  |       
|                                                                                   |                                                               |                                                     |          |         |          |      |         |        |         |   |         |       
|Cash and cash equivalents at end of year                                           |                                                               | $                                                   | 29,996   |         |          | $    | 39,625  |        |         | $ | 31,524  |       
|                                                                                   |                                                               |                                                     |          |         |          |      |         |        |         |   |         |       
|Supplemental Disclosures of Cash Flow Information                                  |                                                               |                                                     |          |         |          |      |         |        |         |   |         |       
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|Non-cash financing and investing transactions:                                     |                                                               |                                                     |          |         |          |      |         |        |         |   |         |       
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                   | Equipment acquired under capital lease                        |                                                     | $        |        |          |      | $       |       |         |   | $       | 44     |        
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|Cash paid during the year for interest                                             |                                                               | $                                                   | 18,701   |         |          | $    | 10,438  |        |         | $ | 10,361  |       

The accompanying notes are an integral part of these
consolidated financial statements.

17



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##### Table of Contents



WESTIN HOTELS LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1.  Summary of Significant Accounting Policies

Basis of Presentation.The accompanying
consolidated financial statements include the accounts of Westin
Hotels Limited Partnership, a Delaware limited partnership (the
Partnership), and its subsidiary limited
partnerships, The Westin St. Francis Limited Partnership
(the St. Francis Partnership) and The Westin
Chicago Limited Partnership (the Chicago
Partnership) (collectively the Hotel
Partnerships). The St. Francis Partnership owned and
operated The Westin St. Francis in downtown San Francisco,
California (the St. Francis) through
April 26, 2000, and the Chicago Partnership owns and
operates The Westin Michigan Avenue, Chicago (formerly The
Westin Hotel, Chicago) in downtown Chicago, Illinois (the
Michigan Avenue) (individually a Hotel,
collectively the Hotels). All significant
intercompany transactions and accounts have been eliminated.

Use of Estimates.The preparation of financial
statements in conformity with accounting principles generally
accepted in the United States requires management to make
estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the consolidated financial statements
and the reported amounts of revenues and expenses during the
reporting period. Actual results could materially differ from
those estimates.

Reclassifications.Certain reclassifications have
been made to the prior years financial statements to
conform to the current year presentation.

Cash and Cash Equivalents and Restricted Cash.Cash and cash equivalents consist of short-term
investments purchased with original maturities of three months
or less. Restricted cash consists of amounts deposited in
interest-bearing money market accounts restricted by a
Partnership lender (see Note 5). The Partnerships
carrying amount approximates the fair value of cash and cash
equivalents and restricted cash due to the short-term nature of
these instruments.

Inventories.Inventories, principally food and
beverage, are valued at the lower of cost (first-in, first-out)
or market value.

Property and Equipment.Depreciation of property
and equipment is provided on the straight-line method over the
assets estimated useful lives as follows:

|                                  |  |  |                            | 
|--------------------------------- |  |  | -------------------------- | 
|                                 
|                                 
|                                 
|                                 
|Buildings                         |  |  | 40 years                   | 
|                                 
|                                 
|                                 
|                                 
|Building improvements             |  |  | Remaining life of building | 
|                                 
|                                 
|                                 
|                                 
|Furniture, fixtures and equipment |  |  | 3 to 12 years              | 

Depreciation of property and equipment under capital leases is
provided on the straight-line method over the lesser of the
assets estimated useful lives or the lease terms.

An annual group method of depreciation is used, under which
individual assets are not specifically identified for purposes
of determining retirements, and fully depreciated asset groups
are written off when evidence indicates they are no longer in
use. Proceeds from miscellaneous sales of property and equipment
are credited to accumulated depreciation.

Expendable supplies (linens, china, silverware and glassware)
have been depreciated to 50% of the cost of initial stock.
Replacements are expensed when purchased.

Maintenance and repairs, including the cost of minor
replacements, are charged to property maintenance expense
accounts. Costs of additions and improvements to property are
capitalized in property and equipment accounts.

In the event that facts and circumstances indicate that the cost
of property and equipment may be impaired, an evaluation of
recoverability would be performed. This evaluation would include
the comparison

18



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##### Table of Contents



WESTIN HOTELS LIMITED PARTNERSHIP


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

of the future estimated undiscounted cash flows associated with
the assets to the carrying amount of these assets to determine
if a write-down to market value using discounted cash flows is
required.

Revenue Recognition.The Partnerships
revenues are primarily derived from hotel operations, including
the rental of rooms and food and beverage sales. Generally,
revenues are recognized when the services have been rendered.

The Securities and Exchange Commission (SEC) issued
Staff Accounting Bulletin (SAB) 101,
Revenue Recognition in Financial Statements, in
December 1999. SAB 101 summarizes certain of the SEC
staffs views in applying accounting principles generally
accepted in the United States to revenue recognition in
financial statements. The Partnership adopted SAB 101, as
amended, in the fourth quarter of 2000 and determined that it
did not have a material impact on annual earnings or the timing
of revenue and profit recognition between quarters during the
year.

Income Taxes.The Partnership does not record any
provision for federal and state income taxes in its consolidated
financial statements. All items of income, gain, loss, deduction
or credit for federal and state income tax purposes are
allocated to the partners of the Partnership for inclusion in
their individual income tax returns. The reported amounts of the
Partnerships net assets and liabilities exceeded the
related tax bases by approximately $18,274,000 and $62,562,000
at December 31, 2000 and 1999, respectively.

Concentration of Credit Risk.Financial
instruments which potentially subject the Hotel to a
concentration of credit risk consist principally of accounts
receivable. Concentration of credit risk with respect to
accounts receivable is limited due to the wide variety of
customers and industries to which the Hotels services are
sold, as well as the dispersion of customers across many
geographic areas. Additionally, the Hotel performs ongoing
credit evaluations of their customers financial condition
and maintains allowances for potential credit losses.

Note 2.  Organization

The Partnership was formed on April 25, 1986 to invest in
hotel properties by acquiring limited partnership interests in
the Hotel Partnerships. The Partnership will continue until
December 31, 2036, unless terminated sooner under the
provisions of the Partnership Agreement.

Westin Realty Corp. (Westin Realty), formerly a
wholly owned subsidiary of Westin Hotel Company
(Westin), now a wholly owned subsidiary of Starwood
Hotels & Resorts Worldwide, Inc. (Starwood), is
the sole General Partner of the Partnership and subject to the
Partnership Agreement. On August 28, 1986, Westin Realty
acquired all of the limited partnership interests in the Hotel
Partnerships (which represented 91.62% of the fair value of the
Hotel Partnerships net assets) and contributed these
interests, valued at $135,600,000, to the Partnership in
exchange for all of the limited partnership interests in the
Partnership. Westin Realty then sold these limited partnership
interests in a public offering. The remaining 8.38% interest in
the Hotel Partnerships was retained by the predecessor owners,
subsidiaries of Westin.

On January 2, 1998, Starwood completed the merger of Westin
Hotels & Resorts Worldwide, Inc. (Westin
Worldwide). Pursuant to the Transaction Agreement, Westin
Worldwide, including its wholly owned subsidiary Westin, was
merged with and into Starwood Hotels & Resorts (the
Trust) and the separate corporate existence of
Westin Worldwide and Westin thereupon ceased. On January 6,
1999, the Trust became a wholly owned subsidiary of Starwood as
a result of Starwoods reorganization (the
Reorganization). Westin Realty, St. Francis
Hotel Corporation (St. Francis Corp.) and 909
North Michigan Avenue Corporation (909 Corp.),
each formerly wholly owned subsidiaries of Westin, are now
wholly owned subsidiaries of Starwood. The merger and the
Reorganization did not change the structure of the general
partners and limited partners ownership interest in
either the Partnership or the Hotel Partnerships.

19



---



##### Table of Contents



WESTIN HOTELS LIMITED PARTNERSHIP


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

The Hotel Partnerships profits and losses, subject to
certain contractual adjustments, are generally allocated 99% to
the Hotel Partnership and 1% to minority interests. Partnership
profits and losses are further allocated 99% to the limited
partners and 1% to the General Partner, with the exception of
depreciation expense, which is allocated 92.55% to the limited
partners and 7.45% to the General Partner. Because of the
allocation of depreciation expense, the General Partners
share of profits and losses since inception is a net loss,
resulting in a deficit balance in the General Partner capital
account. The Partnership Agreement specifies that if a deficit
balance exists after liquidation of both of the Hotel
Partnerships assets, the General Partner would be
obligated to contribute cash to the Partnership equal to the
lesser of (i) the deficit balance in such capital account,
or (ii) 1.01% of the capital contributions of the limited
partners reduced by all capital contributions of the General
Partner. On April 26, 2000, in connection with the gain on
sale of the St. Francis, the General Partners deficit
balance was restored to zero, as required by the terms of the
Partnership Agreement.

Except for the following restrictions outlined in the mortgage
loan restructuring agreement completed in June 1994 (hereinafter
this agreement and any amendments to it are referred to as the
Restructuring Agreement), Net Cash Flow of the
Partnership, as defined in the Partnership Agreement, is
distributed first to the limited partners until certain
preferential distributions are achieved and then allocated to
both the general partners and limited partners depending on
factors related to the source of the Net Cash Flow and cash
distributions as specified in the Partnership Agreement. The
Restructuring Agreement permitted distributions beginning in
1997 once the Hotels had achieved certain performance levels in
the three years prior to 1997. A distribution of $93,692,000,
$12,882,000 and $12,882,000 was made to the limited partners in
each of the years ended December 31, 2000, 1999 and 1998,
respectively. The fiscal year 2000 distribution of $93,692,000
included $85,428,000 relating to the net cash proceeds from the
sale of the St. Francis.

Note 3.  The St. Francis Sale

On April 26, 2000, upon obtaining consent of a majority of
the limited partners, the sale of the St. Francis was
completed for gross proceeds of $243 million, resulting in a
preliminary gain of $52.6 million after transaction costs. In
accordance with the Partnership Agreement, $159 million of the
proceeds were used to repay the St. Francis portion
of the mortgage loans, which was secured by the
St. Francis; the St. Francis portion of the
subordinated note due to the General Partner; deferred incentive
management fees related to the St. Francis; and costs and
expenses related to the sale. The remaining proceeds of
$84 million and additional Partnership cash of
approximately $1.5 million were distributed to the limited
partners.

The following unaudited pro forma results reflect the sale of
the St. Francis as if it had been sold at the beginning of
each period presented and do not purport to present what actual
results would have been had the sale, in fact, occurred at the
beginning of each period presented:

|                    |  |                         |        |      |  |   |        | 
|------------------- |  | ----------------------- | ------ | ---- |  | - | ------ | 
|                    |  |                        
|                    |  | Year Ended December 31,
|                    |  |                        
|                    |  | 2000                    |        | 1999
|                    |  |                         |        |     
|                    |  |                        
|                    |  | (In thousands, except  
|                    |  | per Unit amounts)      
|                   
|                   
|                   
|                   
|Operating revenues  |  | $                       | 48,397 |      |  | $ | 45,537 | 
|                   
|                   
|                   
|                   
|Operating profit    |  |                         | 8,381  |      |  |   | 6,206  | 
|                   
|                   
|                   
|                   
|Net income          |  |                         | 6,657  |      |  |   | 4,460  | 
|                   
|                   
|                   
|                   
|Net income per Unit |  |                         | 49.09  |      |  |   | 32.89  | 

20



---



##### Table of Contents



WESTIN HOTELS LIMITED PARTNERSHIP


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

Note 4.  Accrued Expenses

Accrued expenses include the following at December 31:

|                                           |       |                |       |       |  |   |       |        | 
|------------------------------------------ | ----- | -------------- | ----- | ----- |  | - | ----- | ------ | 
|                                           |       | 2000           |       | 1999 
|                                           |       |                |       |      
|                                           |       |               
|                                           |       | (In thousands)
|                                          
|                                          
|                                          
|                                          
|Salaries, wages and other related benefits |       | $              | 1,451 |       |  | $ | 3,489 |       
|                                          
|                                          
|                                          
|                                          
|Estimated property and other taxes         |       |                | 3,902 |       |  |   | 5,199 |       
|                                          
|                                          
|                                          
|                                          
|Other                                      |       |                | 1,172 |       |  |   | 2,648 |       
|                                           |       |                |       |       |  |   |       |       
|                                           | Total |                | $     | 6,525 |  |   | $     | 11,336 | 
|                                           |       |                |       |       |  |   |       |       

Note 5.  Long-Term Obligations

Long-term obligations include the following at December 31:

|                                                                                                                  |       |                |        |        |  |   |         |         | 
|----------------------------------------------------------------------------------------------------------------- | ----- | -------------- | ------ | ------ |  | - | ------- | ------- | 
|                                                                                                                  |       | 2000           |        | 1999  
|                                                                                                                  |       |                |        |       
|                                                                                                                  |       |               
|                                                                                                                  |       | (In thousands)
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|Mortgage loans bearing effective interest at 8.06%                                                                |       | $              | 31,773 |        |  | $ | 127,400 |        
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|Other                                                                                                             |       |                |       |        |  |   | 722     |        
|                                                                                                                  |       |                |        |        |  |   |         |        
|                                                                                                                  |       |                | 31,773 |        |  |   | 128,122 |        
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|                                                                                                                 
|Less current maturities                                                                                           |       |                | 549    |        |  |   | 2,218   |        
|                                                                                                                  |       |                |        |        |  |   |         |        
|                                                                                                                  | Total |                | $      | 31,224 |  |   | $       | 125,904 | 
|                                                                                                                  |       |                |        |        |  |   |         |        
|Note payable to the General Partner, bearing interest at prime
	plus 1% (10.5% at December 31, 2000) (see Note 9) |       | $              | 9,098  |        |  | $ | 40,145  |        
|                                                                                                                  |       |                |        |        |  |   |         |        

On May 27, 1997, existing mortgage loans on the Hotels were
restructured pursuant to the Restructuring Agreement between The
Teacher Retirement System of Texas, the Partnership, the Hotel
Partnerships, St. Francis Corp. (general partner of the
St. Francis Partnership), 909 Corp. (general partner
of the Chicago Partnership) and Westin Realty.

The Restructuring Agreement provided for an extension of the
maturity date for each of the Hotels existing mortgage
loans from August 31, 2001 to November 30, 2006. The
interest rates on the principal balances of the original
mortgage loans were reduced to 8.85% per annum from 10.0% per
annum for the period from December 1, 1997 through
November 30, 1998 and to 8.85% per annum from 10.25% per
annum for the period from December 1, 1998 through
maturity. The restructuring resulted in a decrease in the
effective interest rate on the mortgage loans from 8.55% per
annum to 8.06% per annum from the date of the Restructuring
Agreement through maturity.

Through November 30, 1999, the restructured loans required
the payment of interest only each quarter in arrears. From
December 1, 1999 to November 30, 2006, the loans
require combined payments of principal and interest each quarter
in arrears, in such amount necessary to repay the principal
balance of each note (together with interest at the fixed
interest rate) on the basis of a 25-year amortization schedule.
Annual payments on the remaining Michigan Avenue mortgage loan
are $3,093,000, payable quarterly through December 1, 2006,
at which time the remaining outstanding principal balance plus
all accrued and unpaid interest is due and payable.

As required by the Restructuring Agreement, deposits to the
Furniture, Fixture and Equipment Reserve Accounts
(FF&E Escrow Accounts) for 2000 and 1999 totaled
$11,641,000 and $8,045,000, respectively. FF&E Escrow
Accounts are included in restricted cash in the accompanying
balance sheets. Interest earned on the FF&E Escrow Accounts
was $284,000, $224,000 and $219,000 for the years ended
December 31, 2000, 1999 and 1998, respectively.

21



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##### Table of Contents



WESTIN HOTELS LIMITED PARTNERSHIP


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

As required by the Restructuring Agreement, $3,606,000 and
$3,619,000 were deposited to the Tax Escrow Accounts in 2000 and
1999, respectively. These accounts are used to pay real and
personal property taxes as they become due. The Tax Escrow
Accounts are included in cash and cash equivalents in the
accompanying consolidated balance sheets.

Scheduled principal payments on the mortgage loan are $549,000
in 2001, $594,000 in 2002, $644,000 in 2003, $697,000 in 2004,
$755,000 in 2005 and $28,534,000 thereafter.

For debt based on prime rates, fair value approximates carrying
value due to the variable nature of interest rates. For fixed
rate debt, fair value is determined based on discounted cash
flows for the debt at a rate deemed reasonable for the type of
debt and prevailing market conditions and, if appropriate, the
length to maturity for the debt. The carrying values of the
Partnerships mortgage loan and subordinated note
approximate fair values, due to the interest rates being based
on prime or in line with market rates.

Note 6.  Employee Benefit Plan

The Hotel Partnerships participate in 401(k) plans (the
Plans), sponsored by Starwood, an affiliate of the
General Partner. The Plans allow for voluntary contributions by
employees that meet certain age and service requirements. Each
participant may contribute on a pretax basis between 1% and 18%
of his or her compensation to the Plans. The Plans also contain
additional provisions for matching and/or profit sharing
contributions, both of which are based on a portion of a
participants eligible compensation. The amount of expense
for matching contributions totaled $106,000 in 2000, $223,000 in
1999 and $234,000 in 1998.

Note 7.  Operating Leases

The Hotel rents various property and equipment under operating
leases. Minimum annual rental expense under the operating leases
in effect at December 31, 2000 are as follows (in thousands):

|     |  |   |     | 
|---- |  | - | --- | 
|    
|    
|    
|    
|2001 |  | $ | 162 | 
|    
|    
|    
|    
|2002 |  |   | 108 | 
|    
|    
|    
|    
|2003 |  |   | 25  | 

Rental expense for operating leases, including short-term
leases, was $285,000, $607,000 and $817,000 for the years ended
December 31, 2000, 1999 and 1998, respectively.

The Hotel also rents restaurant, gift shop, parking and retail
space to third-party vendors under operating leases. Minimum
annual rental income under the operating leases in effect at
December 31, 2000 are as follows (in thousands):

|           |  |   |       | 
|---------- |  | - | ----- | 
|          
|          
|          
|          
|2001       |  | $ | 891   | 
|          
|          
|          
|          
|2002       |  |   | 911   | 
|          
|          
|          
|          
|2003       |  |   | 975   | 
|          
|          
|          
|          
|2004       |  |   | 996   | 
|          
|          
|          
|          
|2005       |  |   | 906   | 
|          
|          
|          
|          
|Thereafter |  |   | 3,996 | 

Rental income from operating leases, including contingent rental
income, was $1,230,000, $761,000 and $796,000 for the years
ended December 31, 2000, 1999 and 1998, respectively.

Note 8.  Commitments and Contingencies

Because of the nature of the hotel business, the Hotel
Partnerships are subject to various claims and legal actions
incidental to the ordinary course of their operations, including
such matters as contract and lease

22



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##### Table of Contents



WESTIN HOTELS LIMITED PARTNERSHIP


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

disputes and complaints alleging personal injury, property
damage and employment discrimination. The General Partner
believes that the outcome of any such pending claims,
individually or in the aggregate, will not have a material
adverse effect upon the business, financial condition or results
of operations of the Partnership.

Note 9.  Related Party Transactions

Westin Realty is responsible for the management and
administration of the Partnership. In accordance with the
Partnership Agreement, the Partnership reimburses Westin Realty
for expenses in connection with such services, which totaled
approximately $668,000 in 2000, $616,000 in 1999 and $538,000 in
1998.

Subsidiaries of Starwood, an affiliate of the General Partner,
manage the Hotels under long-term management agreements which
expire in December 2026. As the managers, prior to the sale
of the St. Francis on April 26, 2000, subsidiaries of
Starwood receive base management fees from the Partnership. Base
management fees totaled approximately $3,134,000 in 2000,
$5,474,000 in 1999 and $3,350,000 in 1998. The managers also
earn incentive management fees of 20% of annual Net Operating
Cash Flow, as defined in the management agreement. Earned
incentive management fees, including the incentive management
fees earned prior to the sale of the St. Francis on
April 26, 2000, totaled approximately $2,224,000 in 2000,
$7,826,000 in 1999 and $6,599,000 in 1998. The portion of the
2000 incentive management fees earned attributable to the St.
Francis, $1,910,000, were paid from the proceeds of the sale of
the St. Francis. Incentive management fee payments are
subordinate to the limited partners receiving certain
preferential returns. As a result, the Michigan Avenue incentive
management fees were deferred for partial payment until the
first quarter of 2001. Deferred incentive management fees bear
no interest and are payable from the proceeds of a sale or
refinancing of the Hotel or available Net Cash Flow, as defined.
Determining the fair value of the deferred incentive management
fee liability is not practicable due to uncertainty as to when
the liability will be paid; however, the fair value of the
liability does not exceed the carrying amount.

The Partnership paid marketing fees to Starwood and affiliates
totaling approximately $1,650,000 in 2000, $2,945,000 in 1999
and $2,743,000 in 1998. Additionally, the Hotels paid
approximately $6,370,000, $7,497,000 and $6,455,000 in 2000,
1999 and 1998, respectively, to the General Partner for services
provided by the General Partner and in connection with certain
other transactions such as property and workers
compensation insurance, systems support, reservations and
advertising.

As disclosed in Note 5, at December 31, 2000, the note
payable from Westin Realty to the Partnership totaled
$9,098,000, which includes $4,098,000 of accrued interest. At
December 31, 1999, the balance was $40,145,000 and included
$15,145,000 of accrued interest. Interest expense on this loan
was $1,862,000, $3,217,000 and $3,119,000 for the years ended
December 31, 2000, 1999 and 1998, respectively. Payments on
the note are due on the fifteenth anniversary of each advance
with the first payment due in June 2009. Upon the sale of
the St. Francis, the portion of the loan attributable to the St.
Francis ($32.9 million) was paid in full.

23



---



##### Table of Contents



WESTIN HOTELS LIMITED PARTNERSHIP


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

Note 10.  Summarized Quarterly Financial Data
(Unaudited)

Summarized quarterly financial data is as follows:

|                    |  |                                         |        |        |  |       |        |        |  |       |        |  |  |   |        |  |  |   |         | 
|------------------- |  | --------------------------------------- | ------ | ------ |  | ----- | ------ | ------ |  | ----- | ------ |  |  | - | ------ |  |  | - | ------- | 
|                    |  | First                                   |        | Second |  | Third |        | Fourth |  | Total
|                    |  |                                         |        |        |  |       |        |        |  |      
|                    |  |                                        
|                    |  | (In thousands, except per Unit amounts)
|                   
|                   
|                   
|                   
|2000 Quarters       |  |                                         |        |        |  |       |        |        |  |       |        |  |  |   |        |  |  |   |         | 
|                   
|                   
|                   
|                   
|Operating revenues  |  | $                                       | 36,388 |        |  | $     | 22,930 |        |  | $     | 14,597 |  |  | $ | 12,961 |  |  | $ | 86,876  | 
|                   
|                   
|                   
|                   
|Operating profit    |  |                                         | 7,204  |        |  |       | 6,400  |        |  |       | 4,791  |  |  |   | 377    |  |  |   | 18,772  | 
|                   
|                   
|                   
|                   
|Net income          |  |                                         | 4,056  |        |  |       | 56,615 |        |  |       | 4,164  |  |  |   | 1,304  |  |  |   | 66,139  | 
|                   
|                   
|                   
|                   
|Net income per Unit |  |                                         | 29.91  |        |  |       | 417.52 |        |  |       | 30.71  |  |  |   | 9.61   |  |  |   | 487.75  | 
|                   
|                   
|                   
|                   
|                   
|1999 Quarters       |  |                                         |        |        |  |       |        |        |  |       |        |  |  |   |        |  |  |   |         | 
|                   
|                   
|                   
|                   
|Operating revenues  |  |                                         | 34,616 |        |  |       | 40,826 |        |  |       | 38,972 |  |  |   | 41,883 |  |  |   | 156,297 | 
|                   
|                   
|                   
|                   
|Operating profit    |  |                                         | 4,422  |        |  |       | 9,328  |        |  |       | 8,736  |  |  |   | 6,711  |  |  |   | 29,197  | 
|                   
|                   
|                   
|                   
|Net income          |  |                                         | 1,195  |        |  |       | 6,204  |        |  |       | 5,683  |  |  |   | 3,749  |  |  |   | 16,831  | 
|                   
|                   
|                   
|                   
|Net income per Unit |  |                                         | 8.81   |        |  |       | 45.75  |        |  |       | 41.91  |  |  |   | 27.65  |  |  |   | 124.12  | 

Note 11.  Subsequent Event

On February 14, 2001, the Partnership retained Jones Lang
LaSalle Hotels to market the Michigan Avenue for sale. Marketing
of the property is expected to commence shortly. The ultimate
sale of the property is subject to the customary conditions and
the consent of the majority of the limited partners of the
Partnership.

24



---



##### Table of Contents






PART III




Item 10.  Directors and Executive Officers
of the Registrant.

The Hotel Partnerships have no directors or officers. Business
policy-making functions of the Hotel Partnerships are carried
out through the directors and officers of the general partners.

Westin Realtys directors and officers and their current
positions are as follows:

|                     |  |                                                                     
|-------------------- |  | --------------------------------------------------------------------
|                    
|                    
|                    
|                    
|Theodore W.
	Darnall |  | President, Assistant Secretary and Principal Executive Officer      
|                    
|                    
|                    
|                    
|Jeff S. Drew         |  | Vice President, Treasurer, Principal Financial Officer and
	Director
|                    
|                    
|                    
|                    
|Alan M. Schnaid      |  | Vice President, Principal Accounting Officer and Director           
|                    
|                    
|                    
|                    
|Ronald C. Brown      |  | Vice President and Director                                         
|                    
|                    
|                    
|                    
|James D. Latham      |  | Vice President and Secretary                                        
|                    
|                    
|                    
|                    
|Joseph D. Long       |  | Vice President                                                      

Theodore W. Darnall, Alan M. Schnaid and Ronald C. Brown assumed
their current positions in September 1998. Jeff S. Drew,
James D. Latham and Joseph D. Long assumed their current
positions in May 2000, June 2000 and July 1999,
respectively.

Theodore W. Darnall currently serves as the President, Assistant
Secretary and Principal Executive Officer. Since
March 1998, Mr. Darnall has been the Executive Vice
President, Hotel Operations, North America, of Starwood, a hotel
operating company. From April 1996 to March 1998, he
served as the Executive Vice President and Chief Operating
Officer of Starwood. Prior to joining Starwood, he served as the
Senior Vice President, Operations, of Interstate Hotel Company
from August 1995 to April 1996.

Jeff S. Drew currently serves as a Vice President, Treasurer,
Principal Financial Officer and Director. Mr. Drew is the
Vice President of Finance and Treasurer of Starwood.
Mr. Drew has been with Starwood since November 1998.
Prior to joining Starwood, he served as President of Gulfstream
Communications, a private media company, from August 1994
to November 1998 and was Director, Corporate Finance, at
The Walt Disney Company, a media company, prior to 1994.

Alan M. Schnaid currently serves as a Vice President, Principal
Accounting Officer and Director. Mr. Schnaid is the Senior
Vice President and Corporate Controller of Starwood.
Mr. Schnaid has been with Starwood since August 1994
and has served as Assistant Corporate Controller and Vice
President and Corporate Controller.

Ronald C. Brown currently serves as a Vice President and
Director. Mr. Brown has been Executive Vice President and Chief
Financial Officer of Starwood since March 1998 and was
Senior Vice President and Chief Financial Officer of the Trust
from July 1995 through March 1998. Mr. Brown was
President of Sonoran Hotel Advisors, L.L.C., a hotel REIT
advisory firm, from August 1994 to July 1995.

James D. Latham currently serves as a Vice President and
Secretary. Mr. Latham is the Senior Vice President,
Associate General Counsel and Associate Secretary of Starwood.
Mr. Latham has been with Starwood since February 1998.
Prior to joining the Corporation, Mr. Latham was a member
of the ITT Sheraton Legal Department for over 25 years.

Joseph D. Long currently serves as a Vice President.
Mr. Long is the Senior Vice President, Acquisitions and
Development, of Starwood. Mr. Long has been with Starwood
since August 1996. Prior to joining Starwood, he was with
LaSalle Partners as a Vice President from July 1993 to
August 1996.

25



---



##### Table of Contents



The following persons are directors and/or officers of the
general partners of both Hotel Partnerships as indicated:

|                     |  |                                                                     
|-------------------- |  | --------------------------------------------------------------------
|                    
|                    
|                    
|                    
|Theodore W.
	Darnall |  | President, Assistant Secretary and Principal Executive Officer      
|                    
|                    
|                    
|                    
|Jeff S. Drew         |  | Vice President, Treasurer, Principal Financial Officer and
	Director
|                    
|                    
|                    
|                    
|Alan M. Schnaid      |  | Vice President, Principal Accounting Officer and Director           
|                    
|                    
|                    
|                    
|Ronald C. Brown      |  | Vice President and Director                                         
|                    
|                    
|                    
|                    
|James D. Latham      |  | Vice President and Secretary                                        
|                    
|                    
|                    
|                    
|Joseph D. Long       |  | Vice President                                                      




Item 11.  Executive Compensation.

As noted in Item 10 above, the Hotel Partnerships have no
directors, officers or other employees. However, under the
respective Limited Partnership Agreements for the Hotel
Partnerships, Westin Realty, as General Partner of the
Partnership, is responsible for the administration and
management of the Partnership, and St. Francis Corp. and
909 Corp., as general partners of the Hotel Partnerships,
are responsible for the administration and management of the
Hotel Partnerships. The general partners, however, receive no
fees for providing these services to the Partnership. Moreover,
neither the Partnership nor the Hotel Partnerships are directly
responsible for the payment of any executive compensation to the
officers of the general partners.




Item 12.  Security Ownership of Certain
Beneficial Owners and Management.

As of the date of this filing, Kalmia Investors, LLC
(Kalmia) owned 8.9% of the total number of Units of
record. There are no pending Unit transfers to Kalmia as of the
date of this filing.




Item 13.  Certain Relationships and Related
Transactions.

Theodore W. Darnall, Jeff S. Drew, Alan M.
Schnaid, Ronald C. Brown, James D. Latham and
Joseph D. Long serve as officers and/or directors of Westin
Realty and as principal officers of Starwood. The Partnership
has engaged various subsidiaries of Starwood to provide services
to the Hotels. See Note 9 of the Notes to Consolidated
Financial Statements included under Item 8, Financial
Statements and Supplementary Data.




PART IV




Item 14.  Exhibits, Financial Statements,
Financial Statement Schedules and Reports on
Form 8-K.

(a) 1.  Financial Statements.

The following documents are filed as part of this report:

|                                                       |  |      |       | 
|------------------------------------------------------ |  | ---- | ----- | 
|Document                                               |  | Page
|                                                       |  |     
|Report of Independent Public Accountants               |  |      | 13    | 
|                                                      
|                                                      
|                                                      
|                                                      
|Consolidated Balance Sheets                            |  |      | 14    | 
|                                                      
|                                                      
|                                                      
|                                                      
|Consolidated Statements of Operations                  |  |      | 15    | 
|                                                      
|                                                      
|                                                      
|                                                      
|Consolidated Statements of Partners Capital (Deficit) |  |      | 16    | 
|                                                      
|                                                      
|                                                      
|                                                      
|Consolidated Statements of Cash Flows                  |  |      | 17    | 
|                                                      
|                                                      
|                                                      
|                                                      
|Notes to Consolidated Financial Statements             |  |      | 18-24 | 

(a) 2.  Financial Statement Schedules.

Financial statement schedules are omitted for the reason that
they are not required, are insignificant or because the required
information is shown in the consolidated financial statements or
notes thereto.

26



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##### Table of Contents



(a) 3.  Exhibits.

|    |  |                                                      |  |                                                                                                                                                                                                                                                                                                       
|--- |  | ---------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.  |  | Instruments defining the rights of security holders.
|    |  | 4.1                                                  |  | Amended and Restated Agreement of Limited Partnership of Westin
	Hotels Limited Partnership.(1)                                                                                                                                                                                                       
|    |  | 4.2                                                  |  | Amended and Restated Agreement of Limited Partnership of The
	Westin St. Francis Limited Partnership.(1)                                                                                                                                                                                              
|    |  | 4.3                                                  |  | First Amendment to Amended and Restated Agreement of Limited
	Partnership of The Westin St. Francis Limited Partnership.
	(3)                                                                                                                                                                         
|    |  | 4.4                                                  |  | Amended and Restated Agreement of Limited Partnership of The
	Westin Chicago Limited Partnership.(1)                                                                                                                                                                                                  
|    |  | 4.5                                                  |  | First Amendment to Amended and Restated Agreement of Limited
	Partnership of The Westin Chicago Limited
	Partnership.(3)                                                                                                                                                                              
|   
|10. |  | Material contracts.                                 
|    |  | 10.1                                                 |  | Restructuring Agreement dated as of June 2,
	1994.(3)                                                                                                                                                                                                                                                 
|    |  | 10.2                                                 |  | Second Restructuring Agreement dated as of May 27, 1997.
	(4)                                                                                                                                                                                                                                         
|    |  | 10.3                                                 |  | Amended and Restated Management Agreements between The Westin
	St. Francis Limited Partnership and Westin Hotel Company,
	and between The Westin Chicago Limited Partnership and Westin
	Hotel Company, for property management services. (2)                                                         
|    |  | 10.4                                                 |  | First Amendments to Amended and Restated Management Agreements
	of The Westin St. Francis Limited Partnership and of The
	Westin Chicago Limited Partnership.(3)                                                                                                                                      
|    |  | 10.5                                                 |  | Assignment and Assumption of Agreements between Westin Hotel
	Company and St. Francis Hotel Corporation.(6)                                                                                                                                                                                           
|    |  | 10.6                                                 |  | Assignment and Assumption of Agreements between Westin Hotel
	Company and North Michigan Avenue Corporation.(6)                                                                                                                                                                                       
|    |  | 10.7                                                 |  | Contribution Agreement between St. Francis Hotel Corporation and
	The Westin St. Francis Limited Partnership, and between
	909 North Michigan Avenue Corporation and The Westin
	Chicago Limited Partnership, for contribution of Hotel assets
	and the transfer of limited partnership interests. (2)
|    |  | 10.8                                                 |  | Promissory Note of St. Francis Hotel Corporation dated
	August 21, 1986 to Teacher Retirement System of
	Texas.(1)                                                                                                                                                                                    
|    |  | 10.9                                                 |  | First Amendment to Promissory Note of St. Francis Hotel
	Corporation dated as of June 2, 1994.(3)                                                                                                                                                                                                     
|    |  | 10.10                                                |  | Second Amendment to Promissory Note of St. Francis Hotel
	Corporation dated as of May 27, 1997.(5)                                                                                                                                                                                                    
|    |  | 10.11                                                |  | Deed of Trust, Financing Statement, Security Agreement and
	Fixture Filing dated August 21, 1986 respecting The Westin
	St. Francis.(1)                                                                                                                                                               
|    |  | 10.12                                                |  | First Amendment to Deed of Trust, Financing Statement, Security
	Agreement and Fixture Filing dated as of June 2,
	1994.(3)                                                                                                                                                                           
|    |  | 10.13                                                |  | Second Amendment to Deed of Trust, Financing Statement, Security
	Agreement and Fixture Filing (With Assignment of Rents and
	Leases) dated as of May 27, 1997.(5)                                                                                                                                    
|    |  | 10.14                                                |  | Promissory Note of 909 North Michigan Avenue Corporation
	dated August 21, 1986 to Teacher Retirement System of
	Texas.(1)                                                                                                                                                                            

27



---



##### Table of Contents



| |  |       |  |                                                                                                                                        
| |  | ----- |  | ---------------------------------------------------------------------------------------------------------------------------------------
| |  | 10.15 |  | First Amendment to Promissory Note of 909 North Michigan
	Avenue Corporation dated as of June 2, 1994.(3)                              
| |  | 10.16 |  | Second Amendment to Promissory Note of 909 North Michigan
	Avenue Corporation dated as of May 27, 1997.(5)                             
| |  | 10.17 |  | Mortgage and Security Agreement dated August 21, 1986 for
	The Westin Hotel, Chicago.(1)                                               
| |  | 10.18 |  | First Amendment to Mortgage and Security Agreement dated as of
	June 2, 1994.(3)                                                       
| |  | 10.19 |  | Second Amendment to Mortgage and Security Agreement dated as of
	May 27, 1997.(5)                                                      
| |  | 10.20 |  | St. Francis FF&E Escrow Agreement dated as of June 2,
	1994.(3)                                                                        
| |  | 10.21 |  | Chicago FF&E Escrow Agreement dated as of June 2, 1994.
	(3)                                                                           
| |  | 10.22 |  | Promissory Note dated June 2, 1994 in favor of Westin
	Realty Corp. by Westin Hotels Limited Partnership.(3)                           
| |  | 10.23 |  | Loan Agreement dated as of June 2, 1994 between Westin
	Hotels Limited Partnership and Westin Realty Corp.(3)                          
| |  | 10.24 |  | Second Amendment to Amended and Restated Management Agreement of
	The Westin St. Francis Limited Partnership. (7)                      
| |  | 10.25 |  | Second Amendment to Amended and Restated Management Agreement of
	The Westin Chicago Limited Partnership.(7)                           
| |  | 10.26 |  | Purchase and Sale Agreement, dated January 18, 2000,
	between The Westin St. Francis Limited Partnership and
	BRE/St. Francis L.L.C.(8)




|    |                                                                                                                                                                                                                                        
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Incorporated by reference to Exhibits 4.1,
	4.2, 4.3, 10.3, 10.4, 10.5 and 10.6, respectively, to the
	Partnerships 1986 Annual Report on Form 10-K.                                                                                  
|   
|(2) | Incorporated by reference to Exhibits 10.1
	and 10.2, respectively, of the Partnerships Registration
	Statement on Form S-11 (No. 33-3918).                                                                                           
|   
|(3) | Incorporated by reference to Exhibits 4.3,
	4.5, 10.1, 10.3, 10.6, 10.8, 10.10, 10.12, 10.13, 10.14, 10.15
	and 10.16, respectively, to the Partnerships Quarterly
	Report on Form 10-Q for the quarterly period ended
	June 30, 1994.
|   
|(4) | Incorporated by reference to Exhibit 10. to
	the Partnerships Current Report on Form 8-K dated
	May 27, 1997.                                                                                                                         
|   
|(5) | Incorporated by reference to Exhibits 10.8,
	10.11, 10.14 and 10.17, respectively, to the Partnerships
	Quarterly Report on Form 10-Q for the quarterly period
	ended June  30, 1997.                                                 
|   
|(6) | Incorporated by reference to Exhibits 10.5
	and 10.6, respectively, to the Partnerships 1997 Annual
	Report on Form 10-K.                                                                                                             
|   
|(7) | Incorporated by reference to Exhibits 10.1
	and 10.2, respectively, to the Partnerships Quarterly
	Report on Form 10-Q for the quarterly period ended
	September 30, 1999.                                                            
|   
|(8) | Incorporated by reference to Exhibit 10.1 to
	the Partnerships Current Report on Form 8-K dated
	January 18, 2000.                                                                                                                    

(b) Reports on Form 8-K.

No reports on Form 8-K were filed during the fourth quarter
of 2000.

28



---



##### Table of Contents



SIGNATURES

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 on March 26, 2001.



| |                                  
| | ---------------------------------
| | WESTIN HOTELS LIMITED PARTNERSHIP
| | (a Delaware limited partnership) 



| |     |                                                 
| | --- | ------------------------------------------------
| | By: | WESTIN REALTY CORP., 
	 Its sole General Partner



| |     |                    
| | --- | -------------------
| | 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 by the following persons on
behalf of the Registrant and in the capacities and on the dates
indicated:

|                                           |  |                                                                      |  |               
|------------------------------------------ |  | -------------------------------------------------------------------- |  | --------------
|Signature                                  |  | Title                                                                |  | Date          
|                                           |  |                                                                      |  |               
|/s/ THEODORE W. DARNALLTheodore W. Darnall |  | President, Assistant Secretary and Principal Executive Officer       |  | March 26, 2001
|                                          
|/s/ JEFF S. DREWJeff S. Drew               |  | Vice President, Treasurer, Principal Financial Officer and
	Director |  | March 26, 2001
|                                          
|/s/ ALAN M. SCHNAIDAlan M. Schnaid         |  | Vice President, Principal Accounting Officer and Director            |  | March 26, 2001
|                                          
|/s/ RONALD C. BROWNRonald C. Brown         |  | Vice President and Director                                          |  | March 26, 2001

29



---



##### Table of Contents



SIGNATURES

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 on March 26, 2001.



| |                                 
| | --------------------------------
| | THE WESTIN ST. FRANCIS LIMITED  
| | PARTNERSHIP                     
| | (a Delaware limited partnership)



| |     |                               
| | --- | ------------------------------
| | By: | ST. FRANCIS HOTEL CORPORATION,

| |                         
| | ------------------------
| | Its sole General Partner



| |     |                    
| | --- | -------------------
| | 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 by the following persons on
behalf of the Registrant and in the capacities and on the dates
indicated:

|                                           |  |                                                                      |  |               
|------------------------------------------ |  | -------------------------------------------------------------------- |  | --------------
|Signature                                  |  | Title                                                                |  | Date          
|                                           |  |                                                                      |  |               
|/s/ THEODORE W. DARNALLTheodore W. Darnall |  | President, Assistant Secretary and Principal Executive Officer       |  | March 26, 2001
|                                          
|/s/ JEFF S. DREWJeff S. Drew               |  | Vice President, Treasurer, Principal Financial Officer and
	Director |  | March 26, 2001
|                                          
|/s/ ALAN M. SCHNAIDAlan M. Schnaid         |  | Vice President, Principal Accounting Officer and Director            |  | March 26, 2001
|                                          
|/s/ RONALD C. BROWNRonald C. Brown         |  | Vice President and Director                                          |  | March 26, 2001

30



---



##### Table of Contents



SIGNATURES

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 on March 26, 2001.



| |                                 
| | --------------------------------
| | THE WESTIN CHICAGO LIMITED      
| | PARTNERSHIP                     
| | (a Delaware limited partnership)



| |     |                          
| | --- | -------------------------
| | By: | 909 NORTH MICHIGAN AVENUE

| |                         
| | ------------------------
| | CORPORATION,            
| | Its sole General Partner



| |     |                                                                                  
| | --- | ---------------------------------------------------------------------------------
| | 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 by the following persons on
behalf of the Registrant and in the capacities and on the dates
indicated:

|                                           |  |                                                                     |  |                |  | 
|------------------------------------------ |  | ------------------------------------------------------------------- |  | -------------- |  | 
|Signature                                  |  | Title                                                               |  | Date          
|                                           |  |                                                                     |  |               
|/s/ THEODORE W. DARNALLTheodore W. Darnall |  | President, Assistant Secretary and Principal Executive Officer      |  | March 26, 2001
|                                          
|/s/ JEFF S. DREWJeff S. Drew               |  | Vice President, Treasurer, Principal Financial Officer and Director |  | March 26, 2001
|                                          
|/s/ ALAN M. SCHNAIDAlan M. Schnaid         |  | Vice President, Principal Accounting Officer and Director           |  | March 26, 2001
|                                          
|/s/ RONALD C. BROWNRonald C. Brown         |  | Vice President and Director                                         |  | March 26, 2001

31



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##### Table of Contents



EXHIBIT INDEX

|        |  |                                                      |  |                                                                                                                                                                                                                                                                                                       
|------- |  | ---------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |  |                                                     
|Exhibit |  |                                                     
|Number  |  | Description                                         
|        |  |                                                     
|4.      |  | Instruments defining the rights of security holders.
|        |  | 4.1                                                  |  | Amended and Restated Agreement of Limited Partnership of Westin
	Hotels Limited Partnership.(1)                                                                                                                                                                                                       
|        |  | 4.2                                                  |  | Amended and Restated Agreement of Limited Partnership of The
	Westin St. Francis Limited Partnership.(1)                                                                                                                                                                                              
|        |  | 4.3                                                  |  | First Amendment to Amended and Restated Agreement of Limited
	Partnership of The Westin St. Francis Limited Partnership.
	(3)                                                                                                                                                                         
|        |  | 4.4                                                  |  | Amended and Restated Agreement of Limited Partnership of The
	Westin Chicago Limited Partnership.(1)                                                                                                                                                                                                  
|        |  | 4.5                                                  |  | First Amendment to Amended and Restated Agreement of Limited
	Partnership of The Westin Chicago Limited
	Partnership.(3)                                                                                                                                                                              
|       
|10.     |  | Material contracts.                                 
|        |  | 10.1                                                 |  | Restructuring Agreement dated as of June 2,
	1994.(3)                                                                                                                                                                                                                                                 
|        |  | 10.2                                                 |  | Second Restructuring Agreement dated as of May 27, 1997.
	(4)                                                                                                                                                                                                                                         
|        |  | 10.3                                                 |  | Amended and Restated Management Agreements between The Westin
	St. Francis Limited Partnership and Westin Hotel Company,
	and between The Westin Chicago Limited Partnership and Westin
	Hotel Company, for property management services. (2)                                                         
|        |  | 10.4                                                 |  | First Amendments to Amended and Restated Management Agreements
	of The Westin St. Francis Limited Partnership and of The
	Westin Chicago Limited Partnership.(3)                                                                                                                                      
|        |  | 10.5                                                 |  | Assignment and Assumption of Agreements between Westin Hotel
	Company and St. Francis Hotel Corporation.(6)                                                                                                                                                                                           
|        |  | 10.6                                                 |  | Assignment and Assumption of Agreements between Westin Hotel
	Company and North Michigan Avenue Corporation.(6)                                                                                                                                                                                       
|        |  | 10.7                                                 |  | Contribution Agreement between St. Francis Hotel Corporation and
	The Westin St. Francis Limited Partnership, and between
	909 North Michigan Avenue Corporation and The Westin
	Chicago Limited Partnership, for contribution of Hotel assets
	and the transfer of limited partnership interests. (2)
|        |  | 10.8                                                 |  | Promissory Note of St. Francis Hotel Corporation dated
	August 21, 1986 to Teacher Retirement System of
	Texas.(1)                                                                                                                                                                                    
|        |  | 10.9                                                 |  | First Amendment to Promissory Note of St. Francis Hotel
	Corporation dated as of June 2, 1994.(3)                                                                                                                                                                                                     
|        |  | 10.10                                                |  | Second Amendment to Promissory Note of St. Francis Hotel
	Corporation dated as of May 27, 1997.(5)                                                                                                                                                                                                    
|        |  | 10.11                                                |  | Deed of Trust, Financing Statement, Security Agreement and
	Fixture Filing dated August 21, 1986 respecting The Westin
	St. Francis.(1)                                                                                                                                                               
|        |  | 10.12                                                |  | First Amendment to Deed of Trust, Financing Statement, Security
	Agreement and Fixture Filing dated as of June 2,
	1994.(3)                                                                                                                                                                           
|        |  | 10.13                                                |  | Second Amendment to Deed of Trust, Financing Statement, Security
	Agreement and Fixture Filing (With Assignment of Rents and
	Leases) dated as of May 27, 1997.(5)                                                                                                                                    



---



##### Table of Contents



|        |  |             |  |                                                                                                                                        
|------- |  | ----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------
|        |  |            
|Exhibit |  |            
|Number  |  | Description
|        |  |            
|        |  | 10.14       |  | Promissory Note of 909 North Michigan Avenue Corporation
	dated August 21, 1986 to Teacher Retirement System of
	Texas.(1)             
|        |  | 10.15       |  | First Amendment to Promissory Note of 909 North Michigan
	Avenue Corporation dated as of June 2, 1994.(3)                              
|        |  | 10.16       |  | Second Amendment to Promissory Note of 909 North Michigan
	Avenue Corporation dated as of May 27, 1997.(5)                             
|        |  | 10.17       |  | Mortgage and Security Agreement dated August 21, 1986 for
	The Westin Hotel, Chicago.(1)                                               
|        |  | 10.18       |  | First Amendment to Mortgage and Security Agreement dated as of
	June 2, 1994.(3)                                                       
|        |  | 10.19       |  | Second Amendment to Mortgage and Security Agreement dated as of
	May 27, 1997.(5)                                                      
|        |  | 10.20       |  | St. Francis FF&E Escrow Agreement dated as of June 2,
	1994.(3)                                                                        
|        |  | 10.21       |  | Chicago FF&E Escrow Agreement dated as of June 2, 1994.
	(3)                                                                           
|        |  | 10.22       |  | Promissory Note dated June 2, 1994 in favor of Westin
	Realty Corp. by Westin Hotels Limited Partnership.(3)                           
|        |  | 10.23       |  | Loan Agreement dated as of June 2, 1994 between Westin
	Hotels Limited Partnership and Westin Realty Corp.(3)                          
|        |  | 10.24       |  | Second Amendment to Amended and Restated Management Agreement of
	The Westin St. Francis Limited Partnership. (7)                      
|        |  | 10.25       |  | Second Amendment to Amended and Restated Management Agreement of
	The Westin Chicago Limited Partnership.(7)                           
|        |  | 10.26       |  | Purchase and Sale Agreement, dated January 18, 2000,
	between The Westin St. Francis Limited Partnership and
	BRE/St. Francis L.L.C.(8)




|    |                                                                                                                                                                                                                                        
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Incorporated by reference to Exhibits 4.1,
	4.2, 4.3, 10.3, 10.4, 10.5 and 10.6, respectively, to the
	Partnerships 1986 Annual Report on Form 10-K.                                                                                  
|   
|(2) | Incorporated by reference to Exhibits 10.1
	and 10.2, respectively, of the Partnerships Registration
	Statement on Form S-11 (No. 33-3918).                                                                                           
|   
|(3) | Incorporated by reference to Exhibits 4.3,
	4.5, 10.1, 10.3, 10.6, 10.8, 10.10, 10.12, 10.13, 10.14, 10.15
	and 10.16, respectively, to the Partnerships Quarterly
	Report on Form 10-Q for the quarterly period ended
	June 30, 1994.
|   
|(4) | Incorporated by reference to Exhibit 10. to
	the Partnerships Current Report on Form 8-K dated
	May 27, 1997.                                                                                                                         
|   
|(5) | Incorporated by reference to Exhibits 10.8,
	10.11, 10.14 and 10.17, respectively, to the Partnerships
	Quarterly Report on Form 10-Q for the quarterly period
	ended June  30, 1997.                                                 
|   
|(6) | Incorporated by reference to Exhibits 10.5
	and 10.6, respectively, to the Partnerships 1997 Annual
	Report on Form 10-K.                                                                                                             
|   
|(7) | Incorporated by reference to Exhibits 10.1
	and 10.2, respectively, to the Partnerships Quarterly
	Report on Form 10-Q for the quarterly period ended
	September 30, 1999.                                                            
|   
|(8) | Incorporated by reference to Exhibit 10.1 to
	the Partnerships Current Report on Form 8-K dated
	January 18, 2000.