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As filed with the Securities Registration Nos. 333-91197
and Exchange Commission and 333-91197-01
on July 27, 2001

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------

POST --EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

------------------------------

STARWOOD HOTELS & RESORTS WORLDWIDE, INC. STARWOOD HOTELS & RESORTS
(Exact Name of Registrant as Specified in Its (Exact Name of Registrant as Specified in Its
Charter) Charter)
Maryland Maryland
(State or Other Jurisdiction of Incorporation or (State or Other Jurisdiction of Incorporation
Organization) or Organization)
52-1193298 52-0901263
(I.R.S. Employer Identification Number) (I.R.S. Employer Identification Number)

777 Westchester Avenue
White Plains, New York 10604
(914) 640-8100
(Address Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)

Kenneth Siegel, Esq.
Executive Vice President, General Counsel and Secretary
Starwood Hotels & Resorts Worldwide, Inc.
777 Westchester Avenue
White Plains, New York 10604
(914) 640-8100
(Name and address, Including Zip Code and Telephone Number,
Including Area Code, of Agent for Service)

Copy to:
Laura A. Loftin, Esq.
Sidley Austin Brown & Wood
555 West Fifth Street
Los Angeles, California 90013
(213) 896-6000

Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [ ]

If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box: [X]
2

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(b)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [ ]

If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box: [ ]

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DE-REGISTRATION OF SECURITIES

On November 18, 1999, Starwood Hotels & Resorts Worldwide, Inc.
and Starwood Hotels & Resorts (together "Starwood") filed a Registration
Statement on Form S-3 (Registration Nos. 333-91197 and 91197-01) (the
"Registration Statement") to register the offer and sale, pursuant to certain
Starwood employee benefit plans (the "Offering"), of certain Starwood common
shares. The Offering was terminated on June 15, 2001.

In accordance with the undertaking contained in the Registration
Statement pursuant to Item 512(a)(3) of Regulation S-K, Starwood hereby
de-registers the 188,838 Starwood common shares registered under the
Registration Statement that remained unsold on termination of the Offering.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended,
each registrant certifies that it has reasonable grounds to believe that it
meets all the requirements for filing on Form S-3 and has duly caused this
Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of White Plains, State of New York, on this 27th day of July, 2001.

STARWOOD HOTELS & RESORTS STARWOOD HOTELS & RESORTS
WORLDWIDE, INC.

By: /s/ Ronald C. Brown By: /s/ Ronald C. Brown
--------------------------------- -------------------------------
Ronald C. Brown Ronald C. Brown
Executive Vice President Executive Vice President
and Chief Financial Officer and Chief Financial Officer

Starwood Hotels & Resorts Worldwide, Inc. Pursuant to the requirements
of the Securities Act of 1933, this Post-Effective Amendment No. 1 to
Registration Statement on Form S-3 has been signed by the following persons in
the capacities and on the date indicated.

* Chairman, Chief Executive July 27, 2001
- ----------------------------- Officer and Director
Barry S. Sternlicht (Principal Executive Officer)

/s/ Ronald C. Brown Executive Vice President and July 27, 2001
- ----------------------------- Chief Financial Officer (Principal
Ronald C. Brown Financial and Accounting Officer)

* Director July 27, 2001
- -----------------------------
Jean-Marc Chapus

* Director July 27, 2001
- -----------------------------
Bruce W. Duncan

* Director July 27, 2001
- -----------------------------
Eric Hippeau

* Director July 27, 2001
- -----------------------------
George G. Mitchell

Director July , 2001
- -----------------------------
Stephen H. Quazzo

Director July , 2001
- -----------------------------
Thomas O. Ryder

* Director July 27, 2001
- -----------------------------
Daniel H. Stern

S-1
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* Director July 27, 2001
- -----------------------------
Raymond S. Troubh

Director July , 2001
- -----------------------------
Daniel W. Yih

* Director July 27, 2001
- -----------------------------
Dr. Kneeland C. Youngblood

* By: /s/ Ronald C. Brown
-------------------------------
Ronald C. Brown
Attorney-in-Fact

Starwood Hotels & Resorts. Pursuant to the requirements of the
Securities Act of 1933, this Post-Effective Amendment No. 1 to Registration
Statement on Form S-3 has been signed by the following persons in the capacities
and on the date indicated.

* Chairman, Chief Executive July 27, 2001
- ----------------------------- Officer and Director
Barry S. Sternlicht (Principal Executive Officer)

/s/ Ronald C. Brown Executive Vice President and July 27, 2001
- ----------------------------- Chief Financial Officer (Principal
Ronald C. Brown Financial and Accounting Officer)

* Trustee July 27, 2001
- -----------------------------
Jean-Marc Chapus

* Trustee July 27, 2001
- -----------------------------
Bruce W. Duncan

* Trustee July 27, 2001
- -----------------------------
Eric Hippeau

* Trustee July 27, 2001
- -----------------------------
George G. Mitchell

Trustee July , 2001
- -----------------------------
Stephen H. Quazzo

Trustee July , 2001
- -----------------------------
Thomas O. Ryder

* Trustee July 27, 2001
- -----------------------------
Daniel H. Stern

* Trustee July 27, 2001
- -----------------------------
Raymond S. Troubh

S-2
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* Trustee July 27, 2001
- -----------------------------
Daniel W. Yih

Trustee July , 2001
- -----------------------------
Dr. Kneeland C. Youngblood

* By: /s/ Ronald C. Brown
-------------------------------
Ronald C. Brown
Attorney-in-Fact

S-3