##### Table of Contents



SECURITIES AND EXCHANGE
    COMMISSION
 Washington, D.C. 20549
      FORM 10-K
  þ

Annual Report Pursuant to
    Section 13 or 15(d) of the Securities Exchange Act of
    1934For the Fiscal Year Ended
    December 31, 2006ORo

Transition Report Pursuant to
    Section 13 or 15(d) of the Securities Exchange Act of
    1934For the Transition Period
    from          to   Commission File
    Number: 0-15097
  WESTIN HOTELS LIMITED
    PARTNERSHIP
 (Exact name of Registrant as
    specified in its charter)
   Delaware

91-1328985(State or other jurisdiction of
    incorporation or organization)

(I.R.S. employer identification no.)1111 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:
 Securities Registered Pursuant to Section 12(g) of the
    Act:
      o þ
  o þ
  Note:
  þ o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
 o o þ
  Rule 12b-2 þ o




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##### 



TABLE OF
    CONTENTS
  PagePART IForward-Looking
    Statements


2Item 1.


Business


2Item 1A.


Risk
    Factors


5Item 2.


Property


6Item 3.


Legal
    Proceedings


6Item 4.


Submission of
    Matters to a Vote of Security Holders


7Executive Officers
    of the Registrants


8PART IIItem 5.


Market for
    Registrants Common Equity, Related Unitholder Matters and
    Issuer Purchases of  Equity Securities


8Item 6.


Selected Financial
    Data


9Item 7.


Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations


9Item 7A.


Quantitative and
    Qualitative Disclosures about Market Risk


10Item 8.


Financial
    Statements and Supplementary Data


11Item 9.


Changes in and
    Disagreements with Accountants on Accounting and Financial
    Disclosure


23Item 9A.


Controls and
    Procedures


23Item 9B.


Other
    Information


23PART IIIItem 10.


Directors,
    Executive Officers and Corporate Governance


23Item 11.


Executive
    Compensation


24Item 12.


Security Ownership
    of Certain Beneficial Owners and Management and Related
    Unitholders  Matters


25Item 13.


Certain
    Relationships and Related Transactions and Director
    Independence


25Item 14.


Principal
    Accountant Fees and Services


25PART IVItem 15.


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


26EX-31.1EX-31.2EX-32.1EX-32.2   1




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##### Table of Contents



PART I Forward-Looking
    Statements    Item 1.
    Business.  General
    Development of Business
      Financial
    Information about Industry Segments
    Description
    of Business
    ® ® ® ® ® ®
 2




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Competitive
    Conditions
      Mortgage
    Loans
    Insurance
      Environmental
    Matters
   3




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Sale of
    the Michigan Avenue
             4




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Where
    you can find more information
  http://www.sec.gov http://www.starwood.com/corporate/
    investor_relations.html (800) SEC-0330 1-800-323-5888.
  Item 1A.
    Risk
    Factors.  Risks
    Relating to Satisfaction of Liabilities
   5




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Risks
    Relating to Timing of Dissolution and Liquidation of
    Partnership
  Schedule K-1s
  Item 2.
    Property.    Item 3.
    Legal
    Proceedings.         6




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non-class
    Item 4.
    Submission
    of Matters to a Vote of Security Holders.   7




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Executive
    Officers of the Registrants   PART II  Item 5.
    Market
    for Registrants Common Equity, Related Unitholder Matters
    and Issuer Purchases of Equity Securities.        Average Per Unit

Range of Per UnitSales
    Price(1)

Sales
    Price(1)20051,383 Units (through
    December 31, 2005)

$
697.78


$
600.00 to $802.5020060 Units (through December 31,
    2006)






20070 Units (through March 12,
    2007)






     (1)
    
    The per Unit sales price is the
    actual contracted price agreed upon by the respective limited
    partner and new purchaser. This balance does not reflect any
    reductions in the sales price due to subsequent distributions
    made to the limited partners, as specified by some of the tender
    offers.      94901-5529. 1-800-323-5888.
 8




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##### Table of Contents



Item 6.
    Selected
    Financial Data.    Year Ended December 31,2006


2005


2004


2003


2002(In thousands, except per Unit amounts)Operating revenues:Rooms

$



$
1,122


$
32,779


$
31,637


$
28,943Food and beverage






200



9,824



9,804



8,160Other operating departments






334



3,890



3,721



3,615Total operating revenues






1,656



46,493



45,162



40,718Operating expenses:Rooms






573



7,762



7,374



6,745Food and beverage






401



7,244



6,983



6,453Administrative, general and
    marketing


3,812



9,229



8,847



7,403



6,269Management fees






270



4,455



4,716



4,126Depreciation










6,494



7,572



8,555Other


(122
)


528



7,151



6,994



4,544Total operating expenses


3,690



11,001



41,953



41,042



36,692Operating (loss) profit

$
(3,690
)

$
(9,345
)

$
4,540


$
4,120


$
4,026Net (loss) income

$
(3,417
)

$
71,086


$
2,959


$
1,952


$
1,383Net (loss) income per Unit

$
(25.20
)

$
524.23


$
21.82


$
14.40


$
10.20Total assets

$
6,016


$
9,578


$
95,763


$
92,056


$
104,233Long-term obligations, net of
    current portion

$



$



$
27,718


$
28,921


$
40,390Deferred incentive management
    fees, net of current portion

$



$



$
12,791


$
9,964


$
6,829Distributions paid per Unit

$



$
800.00


$
26.88


$
26.88


$
26.88   Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations.  General
    Results
    of Operations
   9




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Liquidity
    and Capital Resources
        Item 7A.
    Quantitative
    and Qualitative Disclosures about Market Risk.    Item 8.
    Financial
    Statements and Supplementary Data.    Document

PageReport of
    Independent Registered Public Accounting Firm


11Consolidated
    Balance Sheets


12Consolidated
    Statements of Operations


13Consolidated
    Statements of Partners Capital (Deficit)


14Consolidated
    Statements of Cash Flows


15Notes to
    Consolidated Financial Statements


16    10




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REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM          ERNST &
    YOUNG LLP
    11




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WESTIN
    HOTELS LIMITED PARTNERSHIP
  CONSOLIDATED BALANCE SHEETS
 (In thousands, except Units)
  December 31,


December 31,2006


2005ASSETSCurrent assets:Cash and cash equivalents

$
5,909


$
9,578Accounts receivable, net of
    allowance for doubtful accounts of $0 and $25


107



$
6,016


$
9,578LIABILITIES AND PARTNERS
    CAPITAL (DEFICIT)Current liabilities:Accrued expenses

$
2,425


$
2,574Total liabilities


2,425



2,574Minority interests


5,492



5,488Commitments and contingenciesPartners capital (deficit):General Partner


(1,901
)


(457
)Limited Partners (135,600 Units
    issued and outstanding)






1,973Total Partners capital


(1,901
)


1,516$
6,016


$
9,578    12




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WESTIN
    HOTELS LIMITED PARTNERSHIP  CONSOLIDATED STATEMENTS OF OPERATIONS
 (In thousands, except Unit data and per Unit data)
  Year Ended December 31,2006


2005


2004Operating revenues:Rooms

$



$
1,122


$
32,779Food and beverage






200



9,824Other operating departments






334



3,890Total operating revenues






1,656



46,493Operating expenses:Rooms






573



7,762Food and beverage






401



7,244Other operating departments






41



659Administrative and general


3,812



9,092



5,883Related party management fees






270



4,455Advertising and business promotion






137



2,964Property maintenance and energy






216



3,056Local taxes, insurance and rent


(122
)


271



3,436Depreciation










6,494Total operating expenses


3,690



11,001



41,953Operating (loss) profit


(3,690
)


(9,345
)


4,540Interest income (expense), net of
    interest expense of $0, $52 and $1,896


332



630



(1,485
)(Loss) gain on the sale of
    Michigan Avenue


(55
)


80,608



(Loss) income before minority
    interests


(3,413
)


71,893



3,055Minority interests in net income


(4
)


(807
)


(96
)Net (loss) income

$
(3,417
)

$
71,086


$
2,959Net (loss) income per Unit
    (135,600 Units issued and outstanding)

$
(25.20
)

$
524.23


$
21.82    13




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##### Table of Contents



WESTIN
    HOTELS LIMITED PARTNERSHIP
  CONSOLIDATED STATEMENTS OF PARTNERS
    CAPITAL (DEFICIT)
 (In thousands)
  General


LimitedPartner


Partners


TotalBalance at December 31, 2003

$
(997
)

$
40,593


$
39,596Cash distributions






(3,645
)


(3,645
)Net income (loss)


(171
)


3,130



2,959Balance at December 31, 2004


(1,168
)


40,078



38,910Cash distributions






(108,480
)


(108,480
)Net income


711



70,375



71,086Balance at December 31, 2005


(457
)


1,973



1,516Net loss


(1,444
)


(1,973
)


(3,417
)Balance at December 31, 2006

$
(1,901
)

$



$
(1,901
)    14




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##### Table of Contents



WESTIN
    HOTELS LIMITED PARTNERSHIP
  CONSOLIDATED STATEMENTS OF CASH FLOWS
 (In thousands)
  Year Ended December 31,2006


2005


2004Operating ActivitiesNet (loss) income

$
(3,417
)

$
71,086


$
2,959Adjustments to reconcile net
    income to net cash provided by operating activities:Loss (gain) on the sale of
    Michigan Avenue


55



(80,608
)


Depreciation










6,494Amortization of deferred loan fees










9Interest expense on long-term
    obligation to General Partner






51



605Minority interests in net income


4



807



96Other adjustments to net income






411



Increase (decrease) in cash
    resulting from changes in:Accounts receivable


(107
)


1,775



(194
)Inventories






15



17Prepaid expenses and other current
    assets






175



(614
)Trade and other accounts payable






(545
)


169Deferred incentive management fees
    to General Partner and affiliates






(12,614
)


5,247Accrued expenses and other current
    liabilities


(204
)


(2,856
)


(85
)Net cash (used in) provided by
    operating activities


(3,669
)


(22,303
)


14,703Investing ActivitiesAdditions to property and equipment






(545
)


(2,738
)Proceeds from the sale of Michigan
    Avenue






128,452



Decrease (increase) in long-term
    restricted cash






3,908



(2,292
)Decrease in other assets






2



48Net cash provided by (used in)
    investing activities






131,817



(4,982
)Financing ActivitiesCash distributions






(108,480
)


(3,645
)Repayment of long-term obligations






(29,251
)


(1,639
)Net cash used in financing
    activities






(137,731
)


(5,284
)Net (decrease) increase in cash
    and cash equivalents


(3,669
)


(28,217
)


4,437Cash and cash
    equivalents  beginning of period


9,578



37,795



33,358Cash and cash
    equivalents  end of period

$
5,909


$
9,578


$
37,795Supplemental Disclosures of
    Cash Flow InformationCash paid during the year for
    interest

$



$
6,606


$
1,684    15




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WESTIN
    HOTELS LIMITED PARTNERSHIP
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  Note 1.
    Summary
    of Significant Accounting Policies  Basis of Presentation.
  Use of Estimates.
  Cash and Cash Equivalents.
  Revenue Recognition.
  Income Taxes.
  Impact of Recently Issued Accounting
    Standards.
  Note 2.
    Organization       16




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WESTIN
    HOTELS LIMITED PARTNERSHIP
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
       Note 3.
    Sale of
    the Michigan Avenue    Note 4.
    Accrued
    Expenses    2006


2005Property and other taxes

$



$
1,150Proposed legal settlement


2,000



Other


425



1,424Total

$
2,425


$
2,574     Note 5.
    Employee
    Benefit Plan   17




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WESTIN
    HOTELS LIMITED PARTNERSHIP
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  and/or and/or
  Note 6.
    Operating
    Leases        Note 7.
    Commitments
    and Contingencies           18




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WESTIN
    HOTELS LIMITED PARTNERSHIP
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      non-class
   19




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WESTIN
    HOTELS LIMITED PARTNERSHIP
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note 8.
    Related
    Party Transactions               20




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WESTIN
    HOTELS LIMITED PARTNERSHIP
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
                  21




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WESTIN
    HOTELS LIMITED PARTNERSHIP
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Note 9.
    Summarized
    Quarterly Financial Data (Unaudited)    First


Second


Third


Fourth


Total(In thousands, except per Unit amounts)2006Operating loss

$
(1,251
)

$
(201
)

$
(212
)

$
(2,026
)

$
(3,690
)Net loss

$
(1,209
)

$
(122
)

$
(135
)

$
(1,951
)

$
(3,417
)Net loss per Unit

$
(8.92
)

$
(0.90
)

$
(1.00
)

$
(14.38
)

$
(25.20
)2005Operating revenues

$
1,656


$



$



$



$
1,656Operating profit (loss)

$
(2,287
)

$
(745
)

$
(3,978
)

$
(2,335
)

$
(9,345
)Gain (loss) on the sale of
    Michigan Avenue

$
81,654


$
76


$
28


$
(1,150
)

$
80,608Net income (loss)

$
78,826


$
(537
)

$
(3,748
)

$
(3,455
)

$
71,086Net income (loss) per Unit

$
581.31


$
(3.96
)

$
(27.64
)

$
(25.48
)

$
524.23  22




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##### Table of Contents



Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure.    Item 9A.
    Controls
    and Procedures.    Item 9B.
    Other
    Information.   PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance.      Name

Age

TitleTom Smith


55


President, Assistant Secretary,
    Principal Executive Officer and DirectorAlan M. Schnaid


40


Vice President, Principal
    Accounting Officer and Director         and/or
  Name

Age

TitleTom Smith


55


President, Assistant Secretary,
    Principal Executive Officer and DirectorAlan M. Schnaid


40


Vice President, Principal
    Accounting Officer and Director  23




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Corporate
    Governance
    http://www.starwood.com/corporate/investor_relations.html 1-800-323-5888.
  Item 11.
    Executive
    Compensation.   24




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Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Unitholders Matters.    Amount ofBeneficial


PercentName and Address of Beneficial Owner

Ownership


of Class5% UnitholdersKalmia Investors, LLC, Smithtown
    Bay, LLC, Merced Partners Limited Partnership, Global Capital
    Management, Inc., Michael J. Frey and John D.
    Brandenborg(1)


38,505



28.4
%601 Carlson Parkway,
    Suite 200
    Minnetonka, MN 55304WHLP Acquisition LLC and Starwood
    Hotels & Resorts Worldwide,
    Inc.(2)


33,838



24.95
%1111 Westchester Avenue
    White Plains, NY 10604     (1)
    
    Based on information contained in a
    Form 4 dated June 1, 2004, filed with respect to the
    Partnership.(2)
    
    Based on information contained in a
    Schedule 13D/A, dated October 18, 2004, filed with
    respect to the Partnership.  Item 13.
    Certain
    Relationships and Related Transactions and Director
    Independence.    and/or
  Item 14.
    Principal
    Accountant Fees and Services.  Summary
    of Auditors Fees for 2006 and 2005
  Audit Fees.
  Audit-Related Fees.
  Tax Fees.
  All Other Fees.
  Pre-Approval
    Policies and Procedures
   25




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##### Table of Contents



PART IV  Item 15.
    Exhibits,
    Financial Statements, Financial Statement Schedules and Reports
    on
    Form 8-K.  (a)  1.  
    Financial Statements.
    Document

PageReport of
    Independent Registered Public Accounting Firm


11Consolidated
    Balance Sheets


12Consolidated
    Statements of Operations


13Consolidated
    Statements of Partners Capital (Deficit)


14Consolidated
    Statements of Cash Flows


15Notes to
    Consolidated Financial Statements


16   (a)  2.  Financial
    Statement Schedules.
    (a)  3.  Exhibits.
 2.

Plan of acquisition,
    reorganization, arrangement, liquidation or succession.2
.1

Purchase and Sale Agreement, dated
    as of October 18, 2004, between The Westin Chicago Limited
    Partnership and JER Acquisitions III,
    LLC.(1)4.

Instruments defining the rights of
    security holders.4
.1

Amended and Restated Agreement of
    Limited Partnership of Westin Hotels Limited
    Partnership.(2)4
.2

Amended and Restated Agreement of
    Limited Partnership of The Westin St. Francis Limited
    Partnership.(2)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.(2)4
.5

First Amendment to Amended and
    Restated Agreement of Limited Partnership of The Westin Chicago
    Limited
    Partnership.(3)10.

Material contracts.10
.1

Restructuring Agreement dated as
    of June 2,
    1994.(3)10
.2

Second Restructuring Agreement
    dated as of May 27,
    1997.(4)10
.3

Purchase and Sale Agreement, dated
    January 18, 2000, between The Westin St. Francis Limited
    Partnership and BRE/St. Francis
    L.L.C.(5)10
.4

Agreement, dated as of
    April 19, 2005, among Westin Hotels Limited Partnership,
    Westin Chicago Limited Partnership, St. Francis Limited
    Partnership, Westin Realty Corp., 909 North Michigan Avenue
    Corporation, St. Francis Hotel Corporation and Starwood
    Hotels & Resorts Worldwide,
    Inc.(6)31
.1

Certification Pursuant to
    Rule 13a-14(a)
    under the Securities Exchange Act of 1934  Principal
    Executive
    Officer.(7)31
.2

Certification Pursuant to
    Rule 13a-14(a)
    under the Securities Exchange Act of 1934  Principal
    Accounting
    Officer.(7) 26




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32
.1

Certification Pursuant to
    Section 1350 of Chapter 63 of Title 18 of the
    United States Code  Principal Executive
    Officer.(7)32
.2

Certification Pursuant to
    Section 1350 of Chapter 63 of Title 18 of the
    United States Code  Principal Accounting
    Officer.(7)     (1)
    
    Incorporated by reference to
    Exhibit 2.1 to the Partnerships Current Report on
    Form 8-K
    dated October 18, 2004.(2)
    
    Incorporated by reference to
    Exhibits 4.1 and 4.2, respectively, to the
    Partnerships 1986 Annual Report on
    Form 10-K.(3)
    
    Incorporated by reference to
    Exhibits 4.3, 4.5, and 10.1, respectively, to the
    Partnerships Quarterly Report on
    Form 10-Q
    for the quarterly period ended June 30, 1994.(4)
    
    Incorporated by reference to
    Exhibit 10 to the Partnerships Current Report on
    Form 8-K
    dated May 27, 1997.(5)
    
    Incorporated by reference to
    Exhibit 10.1 to the Partnerships Current Report on
    Form 8-K
    dated January 18, 2000.(6)
    
    Incorporated by reference to
    Exhibit 10.1 to the Partnerships Current Report on
    Form 8-K
    dated April 19, 2005.(7)
    
    Filed herewith. 27




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SIGNATURES
    WESTIN HOTELS LIMITED PARTNERSHIP
   By:
    WESTIN REALTY CORP.,   By:
    /s/  Tom
    Smith     By:
    /s/  Alan
    M. Schnaid    28




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SIGNATURES
    (cont.)
    Signature

Title

Date/s/  Tom
    SmithTom
    Smith

President, Assistant Secretary,
    
    Principal Executive Officer and 
    Director of Westin Realty Corp. 
    (Principal Executive Officer of Registrant)

March 16, 2007/s/  Alan
    M. SchnaidAlan
    M. Schnaid

Vice President, Principal
    Accounting Officer and Director of Westin Realty Corp.
    (Principal Accounting Officer of Registrant)

March 16, 2007  29




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##### Table of Contents



EXHIBIT
    INDEX
  ExhibitNumber

Description31.1

Certification Pursuant to
    Rule 13a-14(a)
    under the Securities Exchange Act of 1934  Principal
    Executive Officer.31.2

Certification Pursuant to
    Rule 13a-14(a)
    under the Securities Exchange Act of 1934  Principal
    Accounting Officer.32.1

Certification Pursuant to
    Section 1350 of Chapter 63 of Title 18 of the
    United States Code  Principal Executive Officer.32.2

Certification Pursuant to
    Section 1350 of Chapter 63 of Title 18 of the
    United States Code  Principal Accounting Officer.