SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549




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FORM 10-K



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|--- | -------------------------------------------------------------------------------------
|[X] | Annual Report Pursuant to Section 13 or 15(d) of the
	Securities Exchange Act of 1934

For the Fiscal Year Ended December 31, 1999


OR



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|----- | -----------------------------------------------------------------------------------------
|[   ] | 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)


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|----------------------------------------------------------------------- |  | ----------------------------------------------------
|                                                                       
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|                                                                       
|                                                                       
|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. [X]

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 [X]  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 10, 2000



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TABLE OF CONTENTS

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|PART I   
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|Item  1.  |  | Business                                                                                |  |      | 2  | 
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|Item  2.  |  | Properties                                                                              |  |      | 3  | 
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|Item  3.  |  | Legal Proceedings                                                                       |  |      | 5  | 
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|Item  4.  |  | Submission of Matters to a Vote of Security Holders                                     |  |      | 5  | 
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|PART II  
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|Item  5.  |  | Market for Registrants Common Equity and Related Unitholder
	 Matters                  |  |      | 5  | 
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|Item  6.  |  | Selected Financial Data                                                                 |  |      | 7  | 
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|Item  7.  |  | Managements Discussion and Analysis of Financial Condition
	and Results of Operations  |  |      | 7  | 
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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                                             |  |      | 11 | 
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|Item  9.  |  | Changes in and Disagreements with Accountants on Accounting and
	Financial Disclosure   |  |      | 11 | 
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|PART III 
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|Item  10. |  | Directors and Executive Officers of the Registrant                                      |  |      | 23 | 
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|Item  11. |  | Executive Compensation                                                                  |  |      | 24 | 
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|Item  12. |  | Security Ownership of Certain Beneficial Owners and Management                          |  |      | 24 | 
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|Item  13. |  | Certain Relationships and Related Transactions                                          |  |      | 24 | 
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|PART IV  
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|Item  14. |  | Exhibits, Financial Statements, Financial Statement Schedules and
	 Reports on Form 8-K |  |      | 24 | 



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PART I

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, Properties 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 proposed sale of The Westin St. Francis; the
availability of capital for renovations; competition within the
lodging industry; the cyclicality 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. The Partnership undertakes no obligation to publicly
update or revise any forward-looking statements to reflect
current or future events or circumstances.

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 Westin Michigan Avenue, Chicago (formerly
The Westin Hotel, Chicago) in downtown Chicago, Illinois (the
Michigan Avenue) (individually a Hotel,
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. The Hotels continue to be managed as full-service
Westin hotels and operated as part of the Westin international
hotel system.

Westin Realty Corp. (Westin Realty) is the sole
general partner of the Partnership, St. Francis Corp. is the sole
 general partner of the St. Francis Partnership, and 909 Corp. is
 the sole general partner of the Chicago Partnership. As of
January 2, 1998, each general partner (individually a
General Partner, collectively the General
Partners) is a subsidiary of Starwood.

Financial Information about Industry Segments

The Hotel Partnerships are engaged solely in the business of
owning and operating the Hotels and are, therefore, engaged in
only one industry segment.

Description of Business

The Hotels are operated as part of the full-service, upscale
Westin hotel chain which manages and franchises hotels throughout
 the world as part of Starwood. The inclusion of the Hotels
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 in San Francisco and Chicago, where the
Hotel Partnerships operate the Hotels, 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

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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, Luxury Collection, W, Sheraton and
Four Points 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 Hotels respective General Partners.
The Hotels 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.

Recent Developments

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. The sale is subject to customary
conditions and the consent of a majority of the limited partners
of the Partnership. Assuming the General Partners receive the
required consent of the limited partners, the sale is anticipated
 to close in the second quarter of 2000. The property and
equipment of the St. Francis are classified as held for sale at
December 31, 1999.

Item 2.  Properties.

The Partnerships properties consist of the St. Francis and
the Michigan Avenue. Each is a first-class hotel bearing the
Westin name and located in a premier central, urban location,
providing guests with convenient access to business districts,
shopping areas and convention facilities.

The St. Francis

Description.The St. Francis has 1,192 guest rooms
(including 77 suites), with 613 rooms in the main building and
579 rooms in the 32-story tower, and 33 meeting and banquet
rooms. The Hotel has a full-service restaurant, The St. Francis
Cafe; a lounge, the Compass Rose; and a pub, Deweys. The
Hotel offers concierge services and has a business center and a
health and fitness center. Jewelry and gift boutiques, clothing
shops, specialty stores, an art gallery and a florist are all
available within the Hotel, as well as an underground valet
parking garage with 217 spaces.

Location.The St. Francis is located on historic
Union Square, a premier shopping district in downtown San
Francisco, approximately 12 miles north of the San Francisco
International Airport and within easy walking distance of the
George R. Moscone Convention Center, Chinatown, numerous theaters
 and restaurants, and the central business and financial district
 of San Francisco. The world-famous San Francisco cable cars stop
 directly in front of the Hotel.

Capital Improvements.During 1999, the Hotel spent
$7.9 million on capital improvements. Of this amount, $2.3
million was spent on the main building facade restoration; $1.7
million on the renovation of food and beverage facilities; $0.8
million on guest room renovations; $1.6 million on health club
renovations; and the remaining $1.5 million on other projects,
such as lobby renovations and telephone and computer upgrades.
For further 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.

Competitive Conditions.The San Francisco
hospitality industry remained strong during 1999. One new hotel
was added to this competitive segment in 1999. In addition, the
423-room W San Francisco, owned and operated by Starwood, opened
in May 1999, and a 360-room hotel is planned to open in
early 2000. Most competing hotels have completed renovations or
are in the process of renovating their facilities. Since strong

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Starwood owns and operates another Westin hotel at the San
Francisco International Airport. This hotel is not in direct
competition with the St. Francis. Starwood also owns and operates
 the W San Francisco, which opened in May 1999 (see above).
Due to its location near the convention center, the General
Partner does not consider the hotel to be a direct competitor.
Starwood also manages The Sheraton Palace, which is a direct
competitor to the St. Francis. The General Partner believes that
as affiliates of Starwood, both the St. Francis and The Sheraton
Palace can sustain their market share due to the strength of the
market in San Francisco. In addition, both hotels are expected to
 benefit from cross selling and cross marketing.

The St. Francis Partnership has entered into an agreement to sell
 the St. Francis. See Item 1, Business 
Recent Developments.

The Michigan Avenue

Description.The Michigan Avenue has 751 guest
rooms (including 28 suites) and 19 meeting rooms. Opening in
June 2000 will be the Grill on the Alley, a new upscale
300-seat restaurant and bar operated by Grill Concepts of
California. The Hotel operates the Cafe A La Carte, a
free-standing quick-service coffee and snack kiosk. 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.

Capital Improvements.In 1999, the Hotel spent $3.5
 million for capital expenditures. Of this amount, $2.4 million
was spent on the renovation of the main building rooms; $0.2
million on roof replacement; $0.2 million on the renovation of
food and beverage facilities; and $0.7 million on various other
projects, such as EDP equipment modernization and engineering
equipment upgrades. 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.

Competitive Conditions.Chicagos hospitality
industry continued to experience strong competition during 1999.
Several new hotel projects are expected to enter the market in
the near future. A 418-room hotel and a 420-room hotel opened in
April 1999. Several other properties are expected to open in
 2000, including a 192-room hotel, a 313-room hotel, a 456-room
hotel and a 406-room hotel. A number of competing hotels have
just completed renovations. For 2000, 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 Bed, a Westin
trademark. The year 2000 is expected to be a strong year for the
Hotel and for Chicago with a strong base of major convention
business utilizing 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 and owns
three hotels in downtown Chicago. Additionally, Starwood 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 (collectively the Mortgage
Loans) were refinanced by Teacher Retirement System of
Texas (the Lender). The Hotels were acquired subject
to the Mortgage

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Insurance

Each Hotel 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 Hotels currently participate in Starwoods insurance
program, whereby general liability and workers compensation
 insurance coverage premiums are paid through Starwood to Zurich
American Insurance Group, Cigna Property and Casualty, and Westel
 Insurance Company, the latter being a wholly owned subsidiary of
 Starwood.

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 1999.

PART II

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

As of March 10, 2000, there were 7,643 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 a
Hotel Partnership not being able to obtain or continue in effect
any license permitting the service or sale of alcoholic beverages
 in the Hotels. 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 $1,000 (in 1998) per Unit.
Recently, the General Partner became aware of two offers to
purchase Units in 2000: an offer dated February 1, 2000 to
purchase up to 5,732 Units for $800 per Unit and an offer dated
February 14, 2000 to purchase up to 1,000 Units for $750

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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      |        | Sales Price      
|                                                      |  |                  |        |                  
|1998                                                  |  |                  |        |                   |  |   |                     | 
|                                                     
|                                                     
|                                                     
|                                                     
|First Quarter                                         |  | $                | 733.01 |                   |  | $ | 545.00 to $890.00   | 
|                                                     
|                                                     
|                                                     
|                                                     
|Second Quarter(1)                                     |  |                  |       |                   |  |   |                    | 
|(through May 1, 1998, when sales were suspended)      |  |                  |        |                   |  |   |                     | 
|                                                     
|                                                     
|                                                     
|                                                     
|1999                                                  |  |                  |        |                   |  |   |                     | 
|                                                     
|                                                     
|                                                     
|                                                     
|First Quarter                                         |  | $                | 960.92 |                   |  | $ | 500.00 to $1,119.00 | 
|(through January 19, 1999, when sales were suspended) |  |                  |        |                   |  |   |                     | 
|                                                     
|                                                     
|                                                     
|                                                     
|2000                                                  |  |                  |        |                   |  |   |                     | 
|                                                     
|                                                     
|                                                     
|                                                     
|First Quarter                                         |  | $                | 990.09 |                   |  | $ | 725.00 to $1,000.00 | 
|(through March 10, 2000)                              |  |                  |        |                   |  |   |                     | 




|    |                                                                                                                                                  
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | There were no sales made in the Limited
	Partnership Exchanges for the period from March 1, 1998
	through May 1, 1998, when sales were suspended.

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 January 19, 1999, upon reaching 1999 Unit sales
aggregating 6,848, the General Partner suspended its approval of
any further transfer requests for 1999. As of March 10,
2000, the Partnership has pending Unit sale transfer requests
totaling 5,704 Units for 2000. Unless cancelled by the
transferor, each of these transfers will be processed and
recorded on the books of the Partnership on March 31, 2000.
The average price of these sales is $990 per Unit. When the
Partnership reaches Unit sale transfer requests aggregating 6,848
 Units for 2000, the General Partner will suspend its approval of
 any Unit sale transfer requests for the remainder of the year
2000.

Cash distributions of $23.75 per Unit each were paid to the
limited partners on March 15, 1999, June 14, 1999,
September 13, 1999 and December 14, 1999. Barring any
unforeseen adverse occurrence, the General Partner anticipates
that the Partnership will be in a position to continue
distributions to the limited partners at an annual level of
$95.00 per Unit in 2000 until the sale of the St. Francis is
complete. The sale of the St. Francis could materially
change the per Unit distribution. Future distributions will be
based on available Net Cash Flow, as defined in the Partnership
Agreement, Section 7.02. 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.
 As indicated in letters previously distributed to the limited
partners, the General Partner has been evaluating the possible
sale of one or both of the Hotels. On January 18, 2000, the
St. Francis Partnership entered into a definitive agreement
to sell the St. Francis for gross proceeds of $243 million.
The sale is subject to the approval by a majority vote of the
limited partners. See Item 1, Business 
Recent Developments. Definitive consent solicitation
materials will be mailed on or around March 15, 2000 to the
limited partners of record on February 15, 2000 seeking
their approval of the General Partners consent to the

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

Item 6.Selected Financial Data.

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

|                                   |                                       |                                         |         |        |  |      |         |        |  |      |         |        |  |   |         |        |  |   |         |        | 
|---------------------------------- | ------------------------------------- | --------------------------------------- | ------- | ------ |  | ---- | ------- | ------ |  | ---- | ------- | ------ |  | - | ------- | ------ |  | - | ------- | ------ | 
|                                   |                                       |                                        
|                                   |                                       | Year Ended December 31,                
|                                   |                                       |                                        
|                                   |                                       | 1999                                    |         | 1998   |  | 1997 |         | 1996   |  | 1995
|                                   |                                       |                                         |         |        |  |      |         |        |  |     
|                                   |                                       |                                        
|                                   |                                       | (In thousands, except per Unit amounts)
|                                  
|                                  
|                                  
|                                  
|Operating revenues:                |                                       |                                         |         |        |  |      |         |        |  |      |         |        |  |   |         |        |  |   |         |       
|                                  
|                                  
|                                  
|                                  
|                                   | Rooms                                 |                                         | $       | 97,973 |  |      | $       | 94,724 |  |      | $       | 83,600 |  |   | $       | 73,375 |  |   | $       | 60,963 | 
|                                  
|                                  
|                                  
|                                  
|                                   | Food and beverage                     |                                         |         | 45,277 |  |      |         | 37,354 |  |      |         | 32,793 |  |   |         | 27,477 |  |   |         | 27,124 | 
|                                  
|                                  
|                                  
|                                  
|                                   | Other operating departments           |                                         |         | 13,047 |  |      |         | 12,158 |  |      |         | 10,660 |  |   |         | 10,098 |  |   |         | 9,157  | 
|                                   |                                       |                                         |         |        |  |      |         |        |  |      |         |        |  |   |         |        |  |   |         |       
|Total operating revenues           |                                       |                                         | 156,297 |        |  |      | 144,236 |        |  |      | 127,053 |        |  |   | 110,950 |        |  |   | 97,244  |       
|                                   |                                       |                                         |         |        |  |      |         |        |  |      |         |        |  |   |         |        |  |   |         |       
|Operating expenses:                |                                       |                                         |         |        |  |      |         |        |  |      |         |        |  |   |         |        |  |   |         |       
|                                  
|                                  
|                                  
|                                  
|                                   | Rooms                                 |                                         |         | 25,417 |  |      |         | 25,493 |  |      |         | 22,162 |  |   |         | 19,631 |  |   |         | 17,931 | 
|                                  
|                                  
|                                  
|                                  
|                                   | Food and beverage                     |                                         |         | 35,189 |  |      |         | 26,946 |  |      |         | 24,866 |  |   |         | 21,963 |  |   |         | 22,842 | 
|                                  
|                                  
|                                  
|                                  
|                                   | Administrative, general and marketing |                                         |         | 18,886 |  |      |         | 19,857 |  |      |         | 18,022 |  |   |         | 16,265 |  |   |         | 15,079 | 
|                                  
|                                  
|                                  
|                                  
|                                   | Management fees                       |                                         |         | 13,300 |  |      |         | 9,949  |  |      |         | 8,554  |  |   |         | 5,672  |  |   |         | 2,188  | 
|                                  
|                                  
|                                  
|                                  
|                                   | Other                                 |                                         |         | 34,308 |  |      |         | 31,617 |  |      |         | 30,990 |  |   |         | 27,520 |  |   |         | 25,210 | 
|                                   |                                       |                                         |         |        |  |      |         |        |  |      |         |        |  |   |         |        |  |   |         |       
|Total operating expenses           |                                       |                                         | 127,100 |        |  |      | 113,862 |        |  |      | 104,594 |        |  |   | 91,051  |        |  |   | 83,250  |       
|                                   |                                       |                                         |         |        |  |      |         |        |  |      |         |        |  |   |         |        |  |   |         |       
|Operating profit                   |                                       | $                                       | 29,197  |        |  | $    | 30,374  |        |  | $    | 22,459  |        |  | $ | 19,899  |        |  | $ | 13,994  |       
|                                   |                                       |                                         |         |        |  |      |         |        |  |      |         |        |  |   |         |        |  |   |         |       
|Net income                         |                                       | $                                       | 16,831  |        |  | $    | 17,933  |        |  | $    | 9,691   |        |  | $ | 6,978   |        |  | $ | 1,713   |       
|                                  
|                                  
|                                  
|                                  
|Net income per Unit                |                                       | $                                       | 124.12  |        |  | $    | 132.25  |        |  | $    | 71.47   |        |  | $ | 51.46   |        |  | $ | 12.63   |       
|                                  
|                                  
|                                  
|                                  
|Total assets                       |                                       | $                                       | 295,834 |        |  | $    | 285,661 |        |  | $    | 269,785 |        |  | $ | 263,148 |        |  | $ | 246,698 |       
|                                  
|                                  
|                                  
|                                  
|Long-term obligations              |                                       | $                                       | 166,049 |        |  | $    | 165,050 |        |  | $    | 162,989 |        |  | $ | 157,880 |        |  | $ | 153,760 |       
|                                  
|                                  
|                                  
|                                  
|Deferred incentive management fees |                                       | $                                       | 29,532  |        |  | $    | 25,618  |        |  | $    | 22,281  |        |  | $ | 19,425  |        |  | $ | 16,249  |       
|                                  
|                                  
|                                  
|                                  
|Distributions paid per Unit        |                                       | $                                       | 95.00   |        |  | $    | 95.00   |        |  | $    | 95.00   |        |  | $ |        |        |  | $ |        |       

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

General

The Hotels primary market focus is on business travelers,
conventions and other groups and, in the case of the St. Francis,
 tourism. The Hotels 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. Current trends in
 the hotel industry indicate that the outlook for the lodging
industry remains positive due to the increase in demand, limited
growth of full-service hotels and an improved economic
environment. Both the St. Francis and the Michigan Avenue
continue 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.

7



---



Results of Operations

This section analyzes significant fluctuations in items affecting
 the consolidated statements of operations for the years ended
December 31, 1999, 1998 and 1997. The table below presents
key statistics used in the analysis:

|                                              |                   |                         |        |      |   |      |        |      |   |   |        |      |  
|--------------------------------------------- | ----------------- | ----------------------- | ------ | ---- | - | ---- | ------ | ---- | - | - | ------ | ---- | -
|                                              |                   |                        
|                                              |                   | Year Ended December 31,
|                                              |                   |                        
|Consolidated                                  |                   | 1999                    |        | 1998 |   | 1997
|                                              |                   |                         |        |      |   |     
|REVPAR (revenue per available room)           |                   | $                       | 138.15 |      |   | $    | 132.84 |      |   | $ | 118.74 |     
|                                             
|                                             
|                                             
|                                             
|Operating profit as a percentage of revenues: |                   |                         |        |      |   |      |        |      |   |   |        |     
|                                             
|                                             
|                                             
|                                             
|                                              | Rooms             |                         |        | 74.1 | % |      |        | 73.1 | % |   |        | 73.5 | %
|                                             
|                                             
|                                             
|                                             
|                                              | Food and beverage |                         |        | 22.3 | % |      |        | 27.9 | % |   |        | 24.2 | %
|                                             
|                                             
|                                             
|                                             
|EBITDA (in thousands)(1)                      |                   | $                       | 42,458 |      |   | $    | 41,850 |      |   | $ | 32,776 |     




|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(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 generally accepted accounting
	principles and such information should not be considered as an
	alternative to net income, cash flow from operations or any other
	 performance measure prescribed by generally accepted accounting
	principles.

1999 Compared with 1998. 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 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 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 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
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 greatest 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

8



---





1998 Compared with 1997.The Partnership had
consolidated net income of $17.9 million for the year ended
December 31, 1998, an 85.0% or $8.2 million increase over
1997. EBITDA for the year of $41.9 million represents a 27.7%
increase over 1997.

Consolidated rooms revenues for the year ended December 31,
1998 were $94.7 million, which represents a 13.3% or $11.1
million increase over the prior year. Consolidated REVPAR for
1998 reached $132.84, an 11.9% increase over 1997. The St.
Francis REVPAR increase of 12.5% to $144.93 and the
Michigan Avenues REVPAR increase of 10.8% to $113.50 were
due to increases in average room rates in all segments. At the
St. Francis, the average room rate for 1998 increased 6.2% to
$174.96 and the occupancy rate increased 4.6 percentage points to
 82.8% from the prior year. The Michigan Avenue reported an
increase in average room rate of 13.5% to $159.91, and its
occupancy rate decreased 1.8 percentage points to 70.9% due
primarily to a decrease in the group segment.

Consolidated rooms profit for 1998 increased 12.7% to $69.2
million from the prior year. This improvement was attributable to
 the REVPAR growth previously noted.

Consolidated food and beverage revenues of $37.4 million for 1998
 represent a $4.6 million or 13.9% increase compared to 1997. The
 St. Francis reported an increase in food and beverage revenues
of 18.5% or $4.3 million over 1997 due to strong banquet
revenues. All of its outlets, with the exception of the St.
Francis Cafe, reported increased revenues for 1998 compared to
1997. The Michigan Avenues food and beverage revenues for
1998 increased 3.2% to $9.8 million, which is primarily
attributable to an increase in group and convention demand.

Consolidated food and beverage profit for 1998 increased 31.3% to
 $10.4 million over 1997. The St. Francis 49.3%
increase in food and beverage profit in 1998 is a result of a
29.4% increase in profit in the Banquet department and the
continued success of cost containment strategies. The Michigan
Avenues food and beverage profit remained consistent with
the prior year.

Other operating departments had consolidated revenues of $12.2
million for the year ended December 31, 1998, a $1.5 million
 increase over 1997. Both Hotels reported increases in
telecommunication revenues in 1998, and the Michigan Avenue
reported an increase in parking garage revenues from 1997.

Consolidated operating expenses for 1998 increased 8.9% to $113.9
 million. The greatest operating expense increases, other than
room expenses and food and beverage expenses, were due to
increased advertising and promotion and greater depreciation due
to capital additions. Management fees increased 16.3% to $9.9
million over 1997 due to improved Partnership Net Operating Cash
Flow, as defined in the Partnership Agreement.

Liquidity and Capital Resources

As of December 31, 1999, the Partnership had cash and cash
equivalents of $39.6 million, an $8.1 million increase from
December 31, 1998. During 1999, total net cash provided by
operating activities equaled $34.4 million.

In 1999, a total of $8.1 million was deposited into the FF&E
Reserve Accounts as required by the Restructuring Agreement. This
 amount, plus interest of $0.2 million, less $7.0 million to fund
 a portion of the capital expenditures in 1999, is included in
restricted cash in the accompanying consolidated balance sheets.
In 1999, a total of $3.6 million was deposited into the Tax
Escrow Accounts for payment of real and personal property taxes
as required by the Restructuring Agreement. This amount, plus
interest, less payments of $2.8 million for real and personal
property taxes, is restricted and included in cash and cash
equivalents in the accompanying consolidated balance sheets.

A total of $11.4 million was spent for capital improvements in
1999 for both Hotels. The St. Francis spent $7.9 million in 1999
for capital improvements, of which $2.3 million was spent on the
main building facade restoration; $1.7 million on the renovation
of food and beverage facilities; $0.8 million on guest room

9



---





Without considering the proposed sale of the St. Francis,
expenditures in 2000 are expected to total approximately $26.4
million. The St. Francis is budgeted to spend approximately $13.0
 million on capital improvements in 2000. Approximately $4.5
million is to be spent on guest room renovations; $2.8 million on
 building renovations; $2.2 million on the facade restoration;
$1.3 on the addition of Heavenly Beds; and $2.2 million on other
areas, such as the 2nd floor carpet replacement and the HVAC
systems. The facade restoration is scheduled to be completed in
2000. The Michigan Avenue expects to spend $13.4 million for
capital improvements during 2000. Approximately $8.6 million is
expected to be spent on guest room renovations; $1.2 million for
food and beverage facility upgrades; and $3.6 million on other
areas, such as lobby and front office renovations and the
replacement of water heat pumps. All capital projects are subject
 to approval by the Lender and the General Partner.

The Mortgage Loans, as restructured, provide for scheduled
principal and interest payments of $12.2 million in 2000.
Assuming the St. Francis is sold as proposed and completed in the
 second quarter of 2000, the General Partner anticipates that
payments under the Mortgage Loans, subsequent to the sale, will
be $1.5 million for the remainder of 2000.

In accordance with the terms of the Restructuring Agreement, the
Partnership was prohibited from making cash distributions to the
limited partners in 1994 and 1995. In 1997, distributions resumed
 after satisfying certain conditions as outlined in the
Restructuring Agreement. Due to improved Net Cash Flow, cash
distributions in the amount of $47.50 per Unit each were paid to
the limited partners on September 15, 1997 and
December 15, 1997, resulting in total 1997 distributions of
$95.00 per Unit. Continued improvement in Net Cash Flow resulted
in an annual aggregate cash distribution in the amount of $95.00
per Unit in 1998 and 1999. The distribution was paid in quarterly
 installments of $23.75 per Unit on March 13, 1998,
June 12, 1998, September 11, 1998, December 14,
1998, March 15, 1999, June 14, 1999, September 13,
 1999 and December 14, 1999. The distributions were paid to
limited partners of record as of each quarter end date.

At this time, the General Partner anticipates that the cash flow
from operations and the contributions to the FF&E Reserve
Accounts will provide adequate funding for payments on the
Mortgage Loans and 2000 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 $95.00 per Unit in 2000 until the
St. Francis sale is complete. The sale of the
St. Francis could materially change the per Unit
distribution. Future distributions will be based on available Net
 Cash Flow and are dependent upon the Net Cash Flow generated by
the Hotels, proceeds from the pending sale of the
St. Francis 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. As indicated in letters previously distributed to the
limited partners, the General Partner has been evaluating the
possible sale of one or both of the Hotels. On January 18,
2000, the St. Francis Partnership entered into a definitive
agreement to sell the St. Francis for gross proceeds of $243
million. This sale is subject to the approval by the majority
vote of the limited partners. See Item 1,
Business  Recent Developments. After
obtaining an independent property appraisal and assessing the
market, the General Partner has determined that it is in the best
 interest of the Partnership and the limited partners not to
market the Michigan Avenue until ongoing renovations and capital
improvements are completed and the performance of that property
reflects those improvements.

10



---



Year 2000

The Partnership did not experience any significant malfunctions
or errors in its computerized systems when the date changed from
1999 to 2000. Based on operations since January 1, 2000, the
 Partnership does not expect any significant impact to its
ongoing business as a result of the Year 2000 issue. The
Partnership is not aware of any significant Year 2000 issues or
problems that may have arisen for its significant customers and
suppliers.

The Partnership expended approximately $104,000 in 1999 on its
Year 2000 readiness efforts. These efforts included replacing
outdated, noncompliant hardware and software as well as testing
and remediation.

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 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, 1999 consisted of notes payable to the
General Partner and mortgage loans.

Item 8.  Financial Statements and
Supplementary Data.

The following documents are filed as part of this report:

|                                                       |  |  |       | 
|------------------------------------------------------ |  |  | ----- | 
|                                                      
|                                                      
|                                                      
|                                                      
|Report of Independent Public Accountants               |  |  | 12    | 
|                                                      
|                                                      
|                                                      
|                                                      
|Consolidated Balance Sheets                            |  |  | 13    | 
|                                                      
|                                                      
|                                                      
|                                                      
|Consolidated Statements of Operations                  |  |  | 14    | 
|                                                      
|                                                      
|                                                      
|                                                      
|Consolidated Statements of Partners Capital (Deficit) |  |  | 15    | 
|                                                      
|                                                      
|                                                      
|                                                      
|Consolidated Statements of Cash Flows                  |  |  | 16    | 
|                                                      
|                                                      
|                                                      
|                                                      
|Notes to Consolidated Financial Statements             |  |  | 17-22 | 

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

None.

11



---



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, 1999 and 1998, and the related consolidated
statements of operations, partners capital
(deficit) and cash flows for the three years in the period
ended December 31, 1999. 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, 1999 and 1998, and the
 results of its operations and its cash flows for the three years
 in the period ended December 31, 1999 in conformity with
accounting principles generally accepted in the United States.



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

Phoenix, Arizona



12



---



WESTIN HOTELS LIMITED PARTNERSHIP

CONSOLIDATED BALANCE SHEETS

(In thousands, except Units)


|                                                              |                                                                                              |                                |                        |              |         |       |         |         |         |       | 
|------------------------------------------------------------- | -------------------------------------------------------------------------------------------- | ------------------------------ | ---------------------- | ------------ | ------- | ----- | ------- | ------- | ------- | ----- | 
|                                                              |                                                                                              | December 31,                   |                        | December 31,
|                                                              |                                                                                              | 1999                           |                        | 1998        
|                                                              |                                                                                              |                                |                        |             
|                                                             
|                                                             
|                                                             
|                                                             
|ASSETS                                                       
|                                                             
|                                                             
|                                                             
|                                                             
|Current assets:                                               |                                                                                              |                                |                        |              |         |       |         |        
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              | Cash and cash equivalents, including restricted cash of $3,716
	and $2,779                   |                                | $                      | 39,625       |         |       | $       | 31,524  |        
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              | Guest and trade accounts receivable, less allowance for doubtful
	accounts of $283 and $290. |                                |                        | 8,840        |         |       |         | 8,945   |        
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              | Inventories                                                                                  |                                |                        | 748          |         |       |         | 641     |        
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              | Prepaid expenses and other current assets                                                    |                                |                        | 1,971        |         |       |         | 858     |        
|                                                              |                                                                                              |                                |                        |              |         |       |         |        
|                                                              |                                                                                              | Total current assets           |                        |              | 51,184  |       |         |         | 41,968  |      
|                                                              |                                                                                              |                                |                        |              |         |       |         |        
|Property and equipment, at cost:                              |                                                                                              |                                |                        |              |         |       |         |        
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              | Buildings and improvements                                                                   |                                |                        | 54,508       |         |       |         | 178,849 |        
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              | Furniture, fixtures and equipment                                                            |                                |                        | 41,423       |         |       |         | 111,064 |        
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              | Expendable supplies                                                                          |                                |                        | 555          |         |       |         | 2,031   |        
|                                                              |                                                                                              |                                |                        |              |         |       |         |        
|                                                              |                                                                                              |                                | 96,486                 |              |         |       | 291,944 |        
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              | Less accumulated depreciation                                                                |                                |                        | 42,688       |         |       |         | 116,282 |        
|                                                              |                                                                                              |                                |                        |              |         |       |         |        
|                                                              |                                                                                              |                                | 53,798                 |              |         |       | 175,662 |        
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              | Construction in progress                                                                     |                                |                        | 1,596        |         |       |         | 722     |        
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              | Land                                                                                         |                                |                        | 8,835        |         |       |         | 62,599  |        
|                                                              |                                                                                              |                                |                        |              |         |       |         |        
|Land, property and equipment, net                             |                                                                                              |                                | 64,229                 |              |         |       | 238,983 |        
|                                                              |                                                                                              |                                |                        |              |         |       |         |        
|Restricted cash                                               |                                                                                              |                                | 5,185                  |              |         |       | 3,890   |        
|                                                             
|                                                             
|                                                             
|                                                             
|Other assets                                                  |                                                                                              |                                | 805                    |              |         |       | 820     |        
|                                                             
|                                                             
|                                                             
|                                                             
|Assets held for sale                                          |                                                                                              |                                | 174,431                |              |         |       |        |        
|                                                              |                                                                                              |                                |                        |              |         |       |         |        
|                                                              |                                                                                              | $                              | 295,834                |              |         | $     | 285,661 |        
|                                                              |                                                                                              |                                |                        |              |         |       |         |        
|LIABILITIES AND PARTNERS CAPITAL (DEFICIT)                  
|                                                             
|                                                             
|                                                             
|                                                             
|Current liabilities:                                          |                                                                                              |                                |                        |              |         |       |         |        
|                                                              | Accounts payable                                                                            |                                |                        |              |         |       |         |         |        
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              |                                                                                              | Trade and other                |                        | $            | 1,823   |       |         | $       | 1,601   |      
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              |                                                                                              | General Partner and affiliates |                        |              | 4,845   |       |         |         | 5,945   |      
|                                                              |                                                                                              |                                |                        |              |         |       |         |        
|                                                              |                                                                                              |                                | Total accounts payable |              |         | 6,668 |         |         |         | 7,546 | 
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              | Accrued expenses                                                                             |                                |                        | 11,336       |         |       |         | 11,150  |        
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              | Current maturities of long-term obligations                                                  |                                |                        | 2,218        |         |       |         | 735     |        
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              | Other current liabilities                                                                    |                                |                        | 1,623        |         |       |         | 1,340   |        
|                                                              |                                                                                              |                                |                        |              |         |       |         |        
|                                                              |                                                                                              | Total current liabilities      |                        |              | 21,845  |       |         |         | 20,771  |      
|                                                             
|                                                             
|                                                             
|                                                             
|Long-term obligations                                         |                                                                                              |                                | 125,904                |              |         |       | 128,122 |        
|                                                             
|                                                             
|                                                             
|                                                             
|Long-term obligation to General Partner                       |                                                                                              |                                | 40,145                 |              |         |       | 36,928  |        
|                                                             
|                                                             
|                                                             
|                                                             
|Deferred incentive management fees payable to General Partner |                                                                                              |                                | 29,532                 |              |         |       | 25,618  |        
|                                                              |                                                                                              |                                |                        |              |         |       |         |        
|                                                              |                                                                                              | Total liabilities              |                        |              | 217,426 |       |         |         | 211,439 |      
|                                                              |                                                                                              |                                |                        |              |         |       |         |        
|Minority interests                                            |                                                                                              |                                | 4,218                  |              |         |       | 3,981   |        
|                                                              |                                                                                              |                                |                        |              |         |       |         |        
|Commitments and contingencies                                 |                                                                                              |                                |                        |              |         |       |         |        
|                                                             
|                                                             
|                                                             
|                                                             
|Partners capital (deficit):                                  |                                                                                              |                                |                        |              |         |       |         |        
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              | General Partner                                                                              |                                |                        | (2,926       | )       |       |         | (2,563  | )      
|                                                             
|                                                             
|                                                             
|                                                             
|                                                              | Limited Partners (135,600 Units issued and outstanding)                                      |                                |                        | 77,116       |         |       |         | 72,804  |        
|                                                              |                                                                                              |                                |                        |              |         |       |         |        
|                                                              |                                                                                              | Total Partners capital        |                        |              | 74,190  |       |         |         | 70,241  |      
|                                                              |                                                                                              |                                |                        |              |         |       |         |        
|                                                              |                                                                                              | $                              | 295,834                |              |         | $     | 285,661 |        
|                                                              |                                                                                              |                                |                        |              |         |       |         |        

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

13



---



WESTIN HOTELS LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except Unit data)


|                                 |                                    |                         |         |         |   |      |         |         |   |   |         |         |  
|-------------------------------- | ---------------------------------- | ----------------------- | ------- | ------- | - | ---- | ------- | ------- | - | - | ------- | ------- | -
|                                 |                                    |                        
|                                 |                                    | Year Ended December 31,
|                                 |                                    |                        
|                                 |                                    | 1999                    |         | 1998    |   | 1997
|                                 |                                    |                         |         |         |   |     
|Operating revenues:              |                                    |                         |         |         |   |      |         |         |   |   |         |        
|                                
|                                
|                                
|                                
|                                 | Rooms                              |                         | $       | 97,973  |   |      | $       | 94,724  |   |   | $       | 83,600  |  
|                                
|                                
|                                
|                                
|                                 | Food and beverage                  |                         |         | 45,277  |   |      |         | 37,354  |   |   |         | 32,793  |  
|                                
|                                
|                                
|                                
|                                 | Other operating departments        |                         |         | 13,047  |   |      |         | 12,158  |   |   |         | 10,660  |  
|                                 |                                    |                         |         |         |   |      |         |         |   |   |         |        
|Total operating revenues         |                                    |                         | 156,297 |         |   |      | 144,236 |         |   |   | 127,053 |        
|                                 |                                    |                         |         |         |   |      |         |         |   |   |         |        
|Operating expenses:              |                                    |                         |         |         |   |      |         |         |   |   |         |        
|                                
|                                
|                                
|                                
|                                 | Rooms                              |                         |         | 25,417  |   |      |         | 25,493  |   |   |         | 22,162  |  
|                                
|                                
|                                
|                                
|                                 | Food and beverage                  |                         |         | 35,189  |   |      |         | 26,946  |   |   |         | 24,866  |  
|                                
|                                
|                                
|                                
|                                 | Other operating departments        |                         |         | 3,902   |   |      |         | 3,407   |   |   |         | 3,241   |  
|                                
|                                
|                                
|                                
|                                 | Administrative and general         |                         |         | 9,363   |   |      |         | 9,600   |   |   |         | 9,509   |  
|                                
|                                
|                                
|                                
|                                 | Related-party management fees      |                         |         | 13,300  |   |      |         | 9,949   |   |   |         | 8,554   |  
|                                
|                                
|                                
|                                
|                                 | Advertising and business promotion |                         |         | 9,523   |   |      |         | 10,257  |   |   |         | 8,513   |  
|                                
|                                
|                                
|                                
|                                 | Property maintenance and energy    |                         |         | 8,776   |   |      |         | 8,733   |   |   |         | 8,495   |  
|                                
|                                
|                                
|                                
|                                 | Local taxes and insurance          |                         |         | 9,344   |   |      |         | 8,470   |   |   |         | 9,170   |  
|                                
|                                
|                                
|                                
|                                 | Rent                               |                         |         | 607     |   |      |         | 817     |   |   |         | 802     |  
|                                
|                                
|                                
|                                
|                                 | Depreciation                       |                         |         | 11,679  |   |      |         | 10,190  |   |   |         | 9,282   |  
|                                 |                                    |                         |         |         |   |      |         |         |   |   |         |        
|Total operating expenses         |                                    |                         | 127,100 |         |   |      | 113,862 |         |   |   | 104,594 |        
|                                 |                                    |                         |         |         |   |      |         |         |   |   |         |        
|Operating profit                 |                                    |                         | 29,197  |         |   |      | 30,374  |         |   |   | 22,459  |        
|                                 |                                    |                         |         |         |   |      |         |         |   |   |         |        
|Other income (expense):          |                                    |                         |         |         |   |      |         |         |   |   |         |        
|                                
|                                
|                                
|                                
|                                 | Interest income                    |                         |         | 1,582   |   |      |         | 1,286   |   |   |         | 1,103   |  
|                                
|                                
|                                
|                                
|                                 | Interest expense                   |                         |         | (13,711 | ) |      |         | (13,479 | ) |   |         | (13,638 | )
|                                
|                                
|                                
|                                
|                                 | Other, net                         |                         |         |        |   |      |         |        |   |   |         | (68     | )
|                                 |                                    |                         |         |         |   |      |         |         |   |   |         |        
|Net other expense                |                                    |                         | (12,129 | )       |   |      | (12,193 | )       |   |   | (12,603 | )      
|                                 |                                    |                         |         |         |   |      |         |         |   |   |         |        
|Income before minority interests |                                    |                         | 17,068  |         |   |      | 18,181  |         |   |   | 9,856   |        
|                                
|                                
|                                
|                                
|Minority interests in net income |                                    |                         | (237    | )       |   |      | (248    | )       |   |   | (165    | )      
|                                 |                                    |                         |         |         |   |      |         |         |   |   |         |        
|Net income                       |                                    | $                       | 16,831  |         |   | $    | 17,933  |         |   | $ | 9,691   |        
|                                 |                                    |                         |         |         |   |      |         |         |   |   |         |        
|Net income per Unit              |                                    | $                       | 124.12  |         |   | $    | 132.25  |         |   | $ | 71.47   |        
|                                 |                                    |                         |         |         |   |      |         |         |   |   |         |        
|Units outstanding                |                                    |                         | 135,600 |         |   |      | 135,600 |         |   |   | 135,600 |        
|                                 |                                    |                         |         |         |   |      |         |         |   |   |         |        

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

14



---



WESTIN HOTELS LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF PARTNERS CAPITAL (DEFICIT)

(In thousands)


|                             |                    |         |        |          |   |       |        |         |   |   |        |         |  
|---------------------------- | ------------------ | ------- | ------ | -------- | - | ----- | ------ | ------- | - | - | ------ | ------- | -
|                             |                    | General |        | Limited  |   |      
|                             |                    | Partner |        | Partners |   | Total
|                             |                    |         |        |          |   |      
|Balance at December 31, 1996 |                    | $       | (2,026 | )        |   | $     | 70,407 |         |   | $ | 68,381 |        
|                            
|                            
|                            
|                            
|                             | Cash distributions |         |        |         |   |       |        | (12,882 | ) |   |        | (12,882 | )
|                            
|                            
|                            
|                            
|                             | Net income (loss)  |         |        | (281     | ) |       |        | 9,972   |   |   |        | 9,691   |  
|                             |                    |         |        |          |   |       |        |         |   |   |        |        
|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 |        
|                             |                    |         |        |          |   |       |        |         |   |   |        |        

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

15



---



WESTIN HOTELS LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)


|                                                                                   |                                                               |                                           |         |        |         |      |         |        |         |   |         |        |         |  
|---------------------------------------------------------------------------------- | ------------------------------------------------------------- | ----------------------------------------- | ------- | ------ | ------- | ---- | ------- | ------ | ------- | - | ------- | ------ | ------- | -
|                                                                                   |                                                               |                                          
|                                                                                   |                                                               | Year Ended December 31,                  
|                                                                                   |                                                               |                                          
|                                                                                   |                                                               | 1999                                      |         | 1998   |         | 1997
|                                                                                   |                                                               |                                           |         |        |         |     
|Operating Activities                                                               |                                                               |                                           |         |        |         |      |         |        |         |   |         |       
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|Net income                                                                         |                                                               | $                                         | 16,831  |        |         | $    | 17,933  |        |         | $ | 9,691   |       
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|Adjustments to reconcile net income to net cash provided by
	operating activities: |                                                               |                                           |         |        |         |      |         |        |         |   |         |       
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                   | Depreciation                                                  |                                           |         | 11,679 |         |      |         | 10,190 |         |   |         | 9,282  |        
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                   | Amortization of deferred loan fees                            |                                           |         | 58     |         |      |         | 42     |         |   |         | 90     |        
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                   | Interest on long-term obligation to General Partner           |                                           |         | 3,217  |         |      |         | 3,119  |         |   |         | 4,436  |        
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                   | Minority interests in net income                              |                                           |         | 237    |         |      |         | 248    |         |   |         | 165    |        
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|Increase (decrease) in cash resulting from changes in:                             |                                                               |                                           |         |        |         |      |         |        |         |   |         |       
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                   | Receivables                                                   |                                           |         | 105    |         |      |         | 208    |         |   |         | (2,192 | )      
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                   | Inventories                                                   |                                           |         | (107   | )       |      |         |       |         |   |         | (125   | )      
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                   | Prepaid expenses and other current assets                     |                                           |         | (1,113 | )       |      |         | 782    |         |   |         | (359   | )      
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                   | Trade and other accounts payable                              |                                           |         | 222    |         |      |         | 3,401  |         |   |         | 1,037  |        
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                   | Accrued expenses and other current liabilities                |                                           |         | 469    |         |      |         | 1,607  |         |   |         | 256    |        
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                   | Accounts payable due to affiliates                            |                                           |         | (1,751 | )       |      |         | (333   | )       |   |         | 1,238  |        
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                   | Deferred incentive management fees payable to General Partner |                                           |         | 4,565  |         |      |         | 3,337  |         |   |         | 2,856  |        
|                                                                                   |                                                               |                                           |         |        |         |      |         |        |         |   |         |       
|                                                                                   |                                                               | Net cash provided by operating activities |         |        | 34,412  |      |         |        | 40,534  |   |         |        | 26,375  |  
|                                                                                   |                                                               |                                           |         |        |         |      |         |        |         |   |         |       
|Investing Activities                                                               |                                                               |                                           |         |        |         |      |         |        |         |   |         |       
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|Proceeds from asset sales                                                          |                                                               |                                           |        |        |         |      |        |        |         |   | 14      |       
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|Acquisition of property and equipment                                              |                                                               |                                           | (11,356 | )      |         |      | (15,175 | )      |         |   | (9,993  | )     
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|Increase in restricted cash                                                        |                                                               |                                           | (8,269  | )      |         |      | (11,482 | )      |         |   | (11,203 | )     
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|Decrease in restricted cash to fund acquisitions of property and
	equipment        |                                                               |                                           | 6,974   |        |         |      | 15,552  |        |         |   | 9,261   |       
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|Increase in other assets                                                           |                                                               |                                           | (43     | )      |         |      | (175    | )      |         |   | (120    | )     
|                                                                                   |                                                               |                                           |         |        |         |      |         |        |         |   |         |       
|                                                                                   |                                                               | Net cash used in investing activities     |         |        | (12,694 | )    |         |        | (11,280 | ) |         |        | (12,041 | )
|                                                                                   |                                                               |                                           |         |        |         |      |         |        |         |   |         |       
|Financing Activities                                                               |                                                               |                                           |         |        |         |      |         |        |         |   |         |       
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|Cash distributions                                                                 |                                                               |                                           | (12,882 | )      |         |      | (12,882 | )      |         |   | (12,882 | )     
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|Loan restructuring costs                                                           |                                                               |                                           |        |        |         |      |        |        |         |   | (294    | )     
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|Repayment of long-term obligations                                                 |                                                               |                                           | (735    | )      |         |      | (598    | )      |         |   | (160    | )     
|                                                                                   |                                                               |                                           |         |        |         |      |         |        |         |   |         |       
|                                                                                   |                                                               | Net cash used in financing activities     |         |        | (13,617 | )    |         |        | (13,480 | ) |         |        | (13,336 | )
|                                                                                   |                                                               |                                           |         |        |         |      |         |        |         |   |         |       
|Net increase in cash and cash equivalents                                          |                                                               |                                           | 8,101   |        |         |      | 15,774  |        |         |   | 998     |       
|                                                                                  
|                                                                                  
|                                                                                  
|                                                                                  
|Cash and cash equivalents at beginning of year                                     |                                                               |                                           | 31,524  |        |         |      | 15,750  |        |         |   | 14,752  |       
|                                                                                   |                                                               |                                           |         |        |         |      |         |        |         |   |         |       
|Cash and cash equivalents at end of year                                           |                                                               | $                                         | 39,625  |        |         | $    | 31,524  |        |         | $ | 15,750  |       
|                                                                                   |                                                               |                                           |         |        |         |      |         |        |         |   |         |       
|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                                             |                                                               | $                                         | 10,438  |        |         | $    | 10,361  |        |         | $ | 9,210   |       

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

16



---



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 owns and operates The Westin St. Francis in
downtown San Francisco, California (the St. Francis),
 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.

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 differ from those estimates.

Cash Equivalents and Restricted Cash.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 4). The
Partnerships carrying amount approximates the fair value of
 cash equivalents and restricted cash due to the short-term
nature of these instruments.

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

Property and Equipment.Depreciation of property
and equipment is provided principally 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 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.

17



---



WESTIN HOTELS LIMITED PARTNERSHIP


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

Advertising Costs.The Partnership expenses the
production costs of advertising the first time the advertising
takes place.

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 $62,562,000 and $59,003,000 at
 December 31, 1999 and 1998, respectively.

Concentration of Credit Risk.Financial instruments
 which potentially subject the Hotels 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 Hotels services are sold, as well as the
dispersion of customers across many geographic areas.
Additionally, the Hotels perform ongoing credit evaluations of
their customers financial condition and maintain 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.

In January 1997, The Westin Hotel, Chicago was renamed The
Westin Michigan Avenue, Chicago to distinguish it from The Westin
 River North, Chicago, also located in downtown Chicago.

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.

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 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

18



---



WESTIN HOTELS LIMITED PARTNERSHIP


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

account, or (ii) 1.01% of the capital contributions of the
limited partners reduced by all capital contributions of the
General Partner to, but not including, such specified time.

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 in
Section 1.24, 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 $12,882,000 was
made to the limited partners in each of the years ended
December 31, 1997, 1998 and 1999.

Note 3.  Accrued Expenses

Accrued expenses include the following at December 31:

|                                           |       |                |       |        |  |   |       |        | 
|------------------------------------------ | ----- | -------------- | ----- | ------ |  | - | ----- | ------ | 
|                                           |       | 1999           |       | 1998  
|                                           |       |                |       |       
|                                           |       |               
|                                           |       | (In thousands)
|                                          
|                                          
|                                          
|                                          
|Salaries, wages and other related benefits |       | $              | 3,489 |        |  | $ | 3,658 |       
|                                          
|                                          
|                                          
|                                          
|Estimated property and other taxes         |       |                | 5,199 |        |  |   | 4,905 |       
|                                          
|                                          
|                                          
|                                          
|Accrued interest                           |       |                | 939   |        |  |   | 892   |       
|                                          
|                                          
|                                          
|                                          
|Other                                      |       |                | 1,709 |        |  |   | 1,695 |       
|                                           |       |                |       |        |  |   |       |       
|                                           | Total |                | $     | 11,336 |  |   | $     | 11,150 | 
|                                           |       |                |       |        |  |   |       |       

Note 4.  Long-Term Obligations

Long-term obligations include the following at December 31:

|                                                                                                                                                                  |       |                |         |         |  |   |         |         | 
|----------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----- | -------------- | ------- | ------- |  | - | ------- | ------- | 
|                                                                                                                                                                  |       | 1999           |         | 1998   
|                                                                                                                                                                  |       |                |         |        
|                                                                                                                                                                  |       |               
|                                                                                                                                                                  |       | (In thousands)
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|Mortgage loans bearing effective interest at 8.06%                                                                                                                |       | $              | 127,400 |         |  | $ | 127,941 |        
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|Other                                                                                                                                                             |       |                | 722     |         |  |   | 916     |        
|                                                                                                                                                                  |       |                |         |         |  |   |         |        
|                                                                                                                                                                  |       |                | 128,122 |         |  |   | 128,857 |        
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|                                                                                                                                                                 
|Less current maturities                                                                                                                                           |       |                | 2,218   |         |  |   | 735     |        
|                                                                                                                                                                  |       |                |         |         |  |   |         |        
|                                                                                                                                                                  | Total |                | $       | 125,904 |  |   | $       | 128,122 | 
|                                                                                                                                                                  |       |                |         |         |  |   |         |        
|Subordinated note, payable to the General Partner, bearing
	interest at prime plus 1% (9.50% and 8.75% at December 31,
	1999 and 1998, respectively). See Note 8. |       | $              | 40,145  |         |  | $ | 36,928  |        
|                                                                                                                                                                  |       |                |         |         |  |   |         |        

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

19



---



WESTIN HOTELS LIMITED PARTNERSHIP


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

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 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 blended 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 mortgage loans are $12,208,000, 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 1999 and 1998 totaled $8,045,000 and
$11,263,000, respectively. FF&E Escrow Accounts are included
in restricted cash in the accompanying balance sheets. Interest
earned on the FF&E Escrow Accounts was $224,000, $219,000 and
 $367,000 for the years ended December 31, 1999, 1998 and
1997, respectively.

As required by the Restructuring Agreement, $3,619,000 and
$6,066,000 were deposited to the Tax Escrow Accounts in 1999 and
1998, respectively. This account is 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.

The prepayment provisions of the Mortgage Loans were amended.
Under the terms and conditions of the Restructuring Agreement,
the prepayment penalty for the Michigan Avenue loan was
reinstated except in the case of a repayment resulting from a
sale to a third party. The termination date for the prepayment
penalty for the St. Francis loan was extended to the year 2006
from the year 2001. With respect to the sale of the
St. Francis to a third party, however, there will be no
prepayment penalty if the sale occurs after August 31, 2001.

In July 1997, the St. Francis received notification of a
property tax assessment totaling $1,189,000 for the tax years
ended June 30, 1997 and 1996. The assessment qualifies for a
 five-year payment plan, which the Partnership has elected, and
is as follows: principal and interest payments of $285,000 for
1999 through 2002. Interest is calculated at 8.55% per annum.
Payments in both 1999 and 1997 totaled $285,000. No payments were
 required in 1998.

Scheduled principal payments on long-term obligations are
$2,218,000 in 2000, $2,404,000 in 2001, $2,604,000 in 2002,
$2,537,000 in 2003, $2,749,000 in 2004 and $155,755,000
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 loans and subordinated note
approximate fair values, due to the interest rates being based on
 prime or in line with market rates.

Note. 5.  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 and profit sharing contributions totaled $223,000 in
 1999, $234,000 in 1998 and $53,000 in 1997.

20



---



WESTIN HOTELS LIMITED PARTNERSHIP


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

Note 6.  Operating Leases

The Hotels rent various property and equipment under operating
leases. Minimum annual rental expense under the operating leases
in effect at December 31, 1999 are as follows (in thousands):

|     |  |   |     | 
|---- |  | - | --- | 
|    
|    
|    
|    
|2000 |  | $ | 227 | 
|    
|    
|    
|    
|2001 |  |   | 96  | 
|    
|    
|    
|    
|2002 |  |   | 62  | 

Rental expense for operating leases, including short-term leases,
 was $607,000, $817,000 and $802,000 for the years ended
December 31, 1999, 1998 and 1997, respectively.

Note 7.  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 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 8.  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 $616,000 in 1999, $538,000 in 1998 and $607,000 in
1997.

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 of the Hotels,
subsidiaries of Starwood receive base management fees from the
Partnership. Base management fees totaled approximately
$5,474,000 in 1999, $3,350,000 in 1998 and $2,859,000 in 1997.
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 totaled approximately
$7,826,000 in 1999, $6,599,000 in 1998 and $5,695,000 in 1997.
Incentive management fee payments are subordinate to the limited
partners receiving certain preferential returns. As a result,
approximately $3,913,000 of 1999 incentive management fees were
deferred for payment until the first quarter of 2000. Deferred
incentive management fees bear no interest and are payable from
the proceeds of a sale or refinancing of the Hotels 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 $2,945,000 in 1999, $2,743,000 in 1998 and
 $2,414,000 in 1997. Additionally, the Hotels paid approximately
$7,497,000, $6,455,000 and $8,137,000 in 1999, 1998 and 1997,
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 4, at December 31, 1999, the
subordinated loan from Westin Realty to the Partnership totaled
$40,145,000, which includes $15,145,000 of accrued interest. At
December 31, 1998, the balance was $36,928,000 and included
$11,928,000 of accrued interest. Interest expense on this loan
was $3,217,000, $3,119,000 and $3,014,000 for the years ended
December 31, 1999, 1998 and 1997, respectively. Payments on
the subordinated loan are due on the fifteenth anniversary of
each advance with the first payment

21



---



WESTIN HOTELS LIMITED PARTNERSHIP


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

due in June 2009. Upon the sale of the St. Francis, the
portion of the loan attributable to the St. Francis will be
payable in full.

Note 9.  Summarized Quarterly Financial Data (Unaudited)

Summarized quarterly financial data is as follows:

|                    |  |                                         |        |        |  |       |        |        |  |       |        |  |  |   |        |  |  |   |         | 
|------------------- |  | --------------------------------------- | ------ | ------ |  | ----- | ------ | ------ |  | ----- | ------ |  |  | - | ------ |  |  | - | ------- | 
|                    |  | First                                   |        | Second |  | Third |        | Fourth |  | Total
|                    |  |                                         |        |        |  |       |        |        |  |      
|                    |  |                                        
|                    |  | (In thousands, except per Unit amounts)
|                   
|                   
|                   
|                   
|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  | 
|                   
|                   
|                   
|                   
|1998 Quarters       |  |                                         |        |        |  |       |        |        |  |       |        |  |  |   |        |  |  |   |         | 
|                   
|                   
|                   
|                   
|Operating revenues  |  |                                         | 31,660 |        |  |       | 37,044 |        |  |       | 36,542 |  |  |   | 38,990 |  |  |   | 144,236 | 
|                   
|                   
|                   
|                   
|Operating profit    |  |                                         | 4,245  |        |  |       | 8,645  |        |  |       | 8,931  |  |  |   | 8,553  |  |  |   | 30,374  | 
|                   
|                   
|                   
|                   
|Net income          |  |                                         | 1,106  |        |  |       | 5,409  |        |  |       | 5,533  |  |  |   | 5,885  |  |  |   | 17,933  | 
|                   
|                   
|                   
|                   
|Net income per Unit |  |                                         | 8.16   |        |  |       | 39.89  |        |  |       | 40.80  |  |  |   | 43.40  |  |  |   | 132.25  | 

Note 10.  Subsequent Event

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. The sale is subject to customary
conditions and the consent of a majority of the limited partners
of the Partnership. Assuming the General Partners receive the
required consent of the limited partners, the sale is anticipated
 to close in the second quarter of 2000.

At December 31, 1999, the land and net property and
equipment of the St. Francis are classified as assets held for
sale. The balance of $174,431,000 is comprised of buildings and
improvements of $127,877,000; furniture and fixtures of
$70,743,000; construction in progress of $5,727,000; land of
$53,764,000; and accumulated depreciation of $83,680,000. As of
January 1, 2000, the Partnership has ceased depreciation on
these assets.

In accordance with the Partnership Agreement, the sales proceeds
will be used to repay the St. Francis portion of the
mortgage loans, the St. Francis portion of the subordinated
 note due to the General Partner and deferred Incentive
Management Fees related to the St. Francis, with the remaining
proceeds distributed to the limited partners.

22



---



WESTIN HOTELS LIMITED PARTNERSHIP


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

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 and Principal Executive Officer                           
|                     
|                     
|                     
|                     
|Mark D. Rozells       |  | 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                                         
|                     
|                     
|                     
|                     
|Thomas C. Janson, Jr. |  | Vice President and Secretary                                        
|                     
|                     
|                     
|                     
|Matthew J. Coe        |  | Vice President and Assistant Secretary                              
|                     
|                     
|                     
|                     
|Joseph D. Long        |  | Vice President                                                      

Theodore W. Darnall, Mark D. Rozells, Alan M. Schnaid and Ronald
C. Brown assumed their current positions in September 1998.
Thomas C. Janson, Jr., Matthew J. Coe and Joseph D. Long assumed
their current positions in July 1999.

Theodore W. Darnall currently serves as the President, Secretary
and Principal Executive Officer. Mr. Darnall was named
Starwoods Executive Vice President, Hotel Operations, North
 America, in March 1998. 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.

Mark D. Rozells currently serves as a Vice President, Treasurer,
Principal Financial Officer and Director. Mr. Rozells is the
 Senior Vice President of Finance and Treasurer of Starwood.
Mr. Rozells has been with Starwood since April 1998.
Prior to joining Starwood, he was with The Walt Disney Company
since June 1990 and was named Vice President in
December 1993.

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 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.

Thomas C. Janson, Jr. currently serves as a Vice President and
Secretary. Mr. Janson is the Executive Vice President,
General Counsel and Secretary of Starwood. Mr. Janson has
been with Starwood since October 1998. Prior to joining the
Corporation, Mr. Janson practiced law as a partner with
Skadden, Arps, Slate, Meagher & Flom LLP for more than
five years.

Matthew J. Coe currently serves as a Vice President and Assistant
 Secretary. Mr. Coe is a Vice President, Assistant General
Counsel and Assistant Secretary of Starwood. Mr. Coe has
been with Starwood since January 1998. Prior to joining Starwood,
 he was with Westin Hotel Company since 1995.

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.

23



---



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

|                      |  |                                                                     
|--------------------- |  | --------------------------------------------------------------------
|                      |  |                                                                     
|                     
|                     
|                     
|                     
|Theodore W. Darnall   |  | President and Principal Executive Officer                           
|                     
|                     
|                     
|                     
|Mark D. Rozells       |  | 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                                         
|                     
|                     
|                     
|                     
|Thomas C. Janson, Jr. |  | Vice President and Secretary                                        
|                     
|                     
|                     
|                     
|Matthew J. Coe        |  | Vice President and Assistant 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 5.3% of the total number of Units of
record. Taking into consideration the pending transfers, Kalmia
beneficially owned 8.9% of the total number of Units as of the
date of this filing.

The officers and directors of the General Partners, as a group,
beneficially own no Units. Two affiliates of Westin Realty own a
total of 279 limited partnership Units, representing less than a
1% ownership interest.

Item 13.  Certain Relationships and Related
Transactions.

Theodore W. Darnall, Mark D. Rozells, Alan M. Schnaid,
Ronald C. Brown, Thomas C. Janson, Jr., Matthew J.
 Coe 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 8 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:

|                                                       |  |  |       | 
|------------------------------------------------------ |  |  | ----- | 
|                                                       |  | 
|                                                      
|                                                      
|                                                      
|                                                      
|Report of Independent Public Accountants               |  |  | 12    | 
|                                                      
|                                                      
|                                                      
|                                                      
|Consolidated Balance Sheets                            |  |  | 13    | 
|                                                      
|                                                      
|                                                      
|                                                      
|Consolidated Statements of Operations                  |  |  | 14    | 
|                                                      
|                                                      
|                                                      
|                                                      
|Consolidated Statements of Partners Capital (Deficit) |  |  | 15    | 
|                                                      
|                                                      
|                                                      
|                                                      
|Consolidated Statements of Cash Flows                  |  |  | 16    | 
|                                                      
|                                                      
|                                                      
|                                                      
|Notes to Consolidated Financial Statements             |  |  | 17-22 | 

24



---



(a) 2.  Financial Statement Schedules.

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

(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 | 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)                                                           
|    
|10.3 | First Amendments to Amended and Restated Management Agreements of
	 The Westin St. Francis Limited Partnership and of The
	Westin Chicago Limited Partnership.(3)                                                                                                                                       
|    
|10.4 | 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)
|    
|10.5 | Promissory Note of St. Francis Hotel Corporation dated
	August 21, 1986 to Teacher Retirement System of Texas.(1)                                                                                                                                                                                       
|    
|10.6 | First Amendment to Promissory Note of St. Francis Hotel
	Corporation dated as of June 2, 1994.(3)                                                                                                                                                                                                       
|    
|10.7 | Deed of Trust, Financing Statement, Security Agreement and
	Fixture filing dated August 21, 1986 respecting The Westin
	St.  Francis.(1)                                                                                                                                                                
|    
|10.8 | First Amendment to Deed of Trust, Financing Statement, Security
	Agreement and Fixture Filing dated as of June 2, 1994.(3)                                                                                                                                                                              
|    
|10.9 | Promissory Note of 909 North Michigan Avenue Corporation dated
	August 21, 1986 to Teacher Retirement System of Texas.(1)                                                                                                                                                                               



|      |                                                                                                          
|----- | ---------------------------------------------------------------------------------------------------------
|10.10 | First Amendment to Promissory Note of 909 North Michigan Avenue
	Corporation dated as of June 2, 1994.(3)
|     
|10.11 | Mortgage and Security Agreement dated August 21, 1986 for
	The Westin Hotel, Chicago.(1)                 
|     
|10.12 | First Amendment to Mortgage and Security Agreement dated as of
	June 2, 1994.(3)                         
|     
|10.13 | St. Francis FF&E Escrow Agreement dated as of June 2,
	1994.(3)                                          

25



---





|      |                                                                                                                                         
|----- | ----------------------------------------------------------------------------------------------------------------------------------------
|10.14 | Chicago FF&E Escrow Agreement dated as of June 2, 1994.
	(3)                                                                            
|     
|10.15 | Promissory Note dated June 2, 1994 in favor of Westin Realty
	 Corp. by Westin Hotels Limited Partnership.(3)                           
|     
|10.16 | Loan Agreement dated as of June 2, 1994 between Westin
	Hotels Limited Partnership and Westin Realty Corp.(3)                           
|     
|10.17 | Second Amendment to Amended and Restated Management Agreement of
	The Westin St.  Francis Limited Partnership.(4)                       
|     
|10.18 | Second Amendment to Amended and Restated Management Agreement of
	The Westin Chicago Limited Partnership.(4)                            
|     
|10.19 | Purchase and Sale Agreement, dated January 18, 2000, between
	 The Westin St. Francis Limited Partnership and BRE/St. Francis
	L.L.C.(5)

27.  Financial Data Schedule.(6)




|    |                                                                                                                                                                                                           
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(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 Form 10-Q
	 for the period ending June 30, 1994.
|   
|(4) | 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.                               
|   
|(5) | Incorporated by reference to Exhibit 10.1 to
	the Partnerships Form 8-K filed as of February 3,
	 2000.                                                                                                  
|   
|(6) | Filed herewith.                                                                                                                                                                                           

(b)  Reports on Form 8-K.

No reports on Form 8-K were filed during the fourth quarter
of 1999.

26



---



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 10, 2000.



| |                                  
| | ---------------------------------
| | 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 and Principal Executive Officer                            |  | March 10, 2000
|                                          
|/s/ MARK D. ROZELLSMark D. Rozells         |  | Vice President, Treasurer, Principal Financial Officer and
	Director |  | March 10, 2000
|                                          
|/s/ ALAN M. SCHNAIDAlan M. Schnaid         |  | Vice President, Principal Accounting Officer and Director            |  | March 10, 2000
|                                          
|/s/ RONALD C. BROWNRonald C. Brown         |  | Vice President and Director                                          |  | March 10, 2000

27



---



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 10, 2000.



| |                                 
| | --------------------------------
| | 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 and Principal Executive Officer                            |  | March 10, 2000
|/s/ MARK D. ROZELLSMark D. Rozells         |  | Vice President, Treasurer, Principal Financial Officer and
	Director |  | March 10, 2000
|                                          
|/s/ ALAN M. SCHNAIDAlan M. Schnaid         |  | Vice President, Principal Accounting Officer and Director            |  | March 10, 2000
|                                          
|/s/ RONALD C. BROWNRonald C. Brown         |  | Vice President and Director                                          |  | March 10, 2000

28



---



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 10, 2000.



| |                                 
| | --------------------------------
| | 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 and Principal Executive Officer                           |  | March 10, 2000
|                                          
|/s/ MARK D. ROZELLSMark D. Rozells         |  | Vice President, Treasurer, Principal Financial Officer and Director |  | March 10, 2000
|                                          
|/s/ ALAN M. SCHNAIDAlan M. Schnaid         |  | Vice President, Principal Accounting Officer and Director           |  | March 10, 2000
|                                          
|/s/ RONALD C. BROWNRonald C. Brown         |  | Vice President and Director                                         |  | March 10, 2000

29



---



EXHIBIT INDEX



|   |                                                     
|-- | ----------------------------------------------------
|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 | 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)                                                           
|    
|10.3 | First Amendments to Amended and Restated Management Agreements of
	 The Westin St. Francis Limited Partnership and of The
	Westin Chicago Limited Partnership.(3)                                                                                                                                       
|    
|10.4 | 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)
|    
|10.5 | Promissory Note of St. Francis Hotel Corporation dated
	August 21, 1986 to Teacher Retirement System of Texas.(1)                                                                                                                                                                                       
|    
|10.6 | First Amendment to Promissory Note of St. Francis Hotel
	Corporation dated as of June 2, 1994.(3)                                                                                                                                                                                                       
|    
|10.7 | Deed of Trust, Financing Statement, Security Agreement and
	Fixture filing dated August 21, 1986 respecting The Westin
	St.  Francis.(1)                                                                                                                                                                
|    
|10.8 | First Amendment to Deed of Trust, Financing Statement, Security
	Agreement and Fixture Filing dated as of June 2, 1994.(3)                                                                                                                                                                              
|    
|10.9 | Promissory Note of 909 North Michigan Avenue Corporation dated
	August 21, 1986 to Teacher Retirement System of Texas.(1)                                                                                                                                                                               



|      |                                                                                                              
|----- | -------------------------------------------------------------------------------------------------------------
|10.10 | First Amendment to Promissory Note of 909 North Michigan Avenue
	Corporation dated as of June 2, 1994.(3)    
|     
|10.11 | Mortgage and Security Agreement dated August 21, 1986 for
	The Westin Hotel, Chicago.(1)                     
|     
|10.12 | First Amendment to Mortgage and Security Agreement dated as of
	June 2, 1994.(3)                             
|     
|10.13 | St. Francis FF&E Escrow Agreement dated as of June 2,
	1994.(3)                                              
|     
|10.14 | Chicago FF&E Escrow Agreement dated as of June 2,
	1994.(3)                                                  
|     
|10.15 | Promissory Note dated June 2, 1994 in favor of Westin Realty
	 Corp. by Westin Hotels Limited Partnership.(3)



---





|      |                                                                                                                                         
|----- | ----------------------------------------------------------------------------------------------------------------------------------------
|10.16 | Loan Agreement dated as of June 2, 1994 between Westin
	Hotels Limited Partnership and Westin Realty Corp.(3)                           
|     
|10.17 | Second Amendment to Amended and Restated Management Agreement of
	The Westin St.  Francis Limited Partnership.(4)                       
|     
|10.18 | Second Amendment to Amended and Restated Management Agreement of
	The Westin Chicago Limited Partnership.(4)                            
|     
|10.19 | Purchase and Sale Agreement, dated January 18, 2000, between
	 The Westin St. Francis Limited Partnership and BRE/St. Francis
	L.L.C.(5)

27.  Financial Data Schedule.(6)




|    |                                                                                                                                                                                                          
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(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 Form 10-Q for the
	period ending June 30, 1994.
|   
|(4) | 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.                              
|   
|(5) | Incorporated by reference to Exhibit 10.1 to the
	Partnerships Form 8-K filed as of February 3,
	2000.                                                                                                  
|   
|(6) | Filed herewith.