UNITEDTable STATES SECURITIESof AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Contents

~~_____________~~UNITED STATES SECURITIES AND EXCHANGE COMMISSION

~~FORM~~Washington, ~~8-K~~D.C. 20549

~~CURRENT~~FORM ~~REPORT~~8-K ~~Pursuant to Section 13 or 15(d) of the~~ ~~Securities Exchange Act of 1934~~

~~Date~~CURRENT ~~of report (Date of earliest event reported): November 18, 2003~~REPORT

~~WESTIN~~Pursuant ~~HOTELS~~to ~~LIMITED~~Section 13 ~~PARTNERSHIP~~ or 15(~~Exact~~d) ~~Name~~ of ~~Registrant as Specified in its Charter)~~the

Delaware		0-15097		91-1328985
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Securities Exchange Act of 1934

~~1111~~Date ~~Westchester~~of ~~Avenue White~~Report ~~Plains, New York 10604~~ (~~Address~~Date of ~~Principal~~earliest ~~Executive~~event ~~Offices~~reported): October 18, ~~including Zip Code)~~2004

~~1-800-323-5888 (Registrant’s~~WESTIN ~~telephone~~HOTELS ~~number,~~LIMITED ~~including area code)~~PARTNERSHIP

~~Item 7.~~(Exact ~~Financial~~name ~~Statements~~of ~~and~~registrant ~~Exhibits~~ as specified in its charter)

Delaware (cState or other jurisdiction of incorporation) ~~Exhibits~~ 0-15097 (Commission File Number) 91-1328985 (IRS Employer Identification No.)

~~99.1~~1111 ~~Press~~Westchester ~~release~~Avenue, ~~dated~~White ~~November 18~~Plains, ~~2003.~~ New York (Address of principal executive offices) 10604 (Zip Code)

~~Item 9.~~Registrant’s ~~Regulation FD~~telephone ~~Disclosure~~number, including area code: (800) 323-5888

~~The~~Not ~~press release attached as Exhibit 99.1 and incorporated by reference~~Applicable ~~herein~~(Former isname ~~being~~or ~~furnished~~former ~~pursuant to Item 12 — Results of Operations and Financial Condition~~address, ofif ~~Form~~changed ~~8-K~~since ~~and~~last ~~is being presented under Item 9 of Form~~report) ~~8-K in accordance with interim guidance issued by the Securities and Exchange~~ ~~Commission in Release Nos. 33-8216 and 34-47583. This information is not~~ deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 and is not incorporated by reference into any registration statement filed under the Securities Act of 1933.

~~SIGNATURES~~Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

~~Pursuant~~[ ] Written communications pursuant to ~~the~~Rule ~~requirements~~425 ofunder the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act of(17 ~~1934,~~CFR ~~the Registrant~~240.14a-12) ~~has~~[ ~~duly~~] ~~caused~~Pre-commencement ~~this~~communications ~~report~~pursuant to beRule ~~signed~~14d-2(b) onunder ~~its~~the ~~behalf~~Exchange byAct (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the ~~undersigned~~ ~~thereunto~~Exchange ~~duly~~Act ~~authorized~~(17 CFR 240. 13e-4(c))

~~WESTIN~~TABLE ~~HOTELS~~OF ~~LIMITED PARTNERSHIP (a Delaware limited partnership) By: WESTIN REALTY CORP. Its sole General Partner By: /s/ Alan M. Schnaid Alan M. Schnaid Vice President~~CONTENTS

~~Dated: November 18,~~Item ~~2003~~ 1.01. Entry into a Material Definitive Agreement Item 7.01. Regulation FD Disclosure Item 9.01. Financial Statements and Exhibits SIGNATURES EXHIBIT INDEX Purchase and Sale Agreement Press Release

3 Table of Contents

Item 1.01. Entry into a Material Definitive Agreement.

On October 18, 2004, The Westin Chicago Limited Partnership, a Delaware limited partnership (“WCLP”), and JER Partners Acquisitions III, LLC (“JER Acquisitions “) entered into a Purchase and Sale Agreement (the “Purchase and Sale Agreement”) pursuant to which, among other things, WCLP will sell the 751-room Westin Michigan Avenue hotel, located in Chicago, Illinois, to JER Acquisitions for $137 million in cash, subject to certain purchase price adjustments. WCLP is a subsidiary of Westin Hotels Limited Partnership, a Delaware limited partnership (the “Registrant”).

At the closing of the sale, JER Acquisitions will assume the existing hotel management agreement, as amended as of the closing, and the hotel will continue to be managed by a subsidiary of Starwood Hotels & Resorts Worldwide, Inc. The sale of the Westin Michigan Avenue hotel is subject to the consent of a majority of the limited partners of the Registrant and other customary closing conditions.

The foregoing description of the Purchase and Sale Agreement is qualified in its entirety by reference to the full text of the Purchase and Sale Agreement, which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On October 19, 2004, the Registrant issued a press release announcing the signing of the Purchase and Sale Agreement. A copy of the press release, attached hereto as Exhibit 99.1, is being furnished pursuant to Regulation FD and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.


Exhibit No.		Description of Exhibit
2.1		Purchase and Sale Agreement, dated as of October 18, 2004, by and between The Westin Chicago Limited Partnership and JER Partners Acquisitions III, LLC.

99.1		Press release issued by Westin Hotels Limited Partnership dated October 19, 2004.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	WESTIN HOTELS LIMITED PARTNERSHIP

	By:	WESTIN REALTY CORP.
		General Partner

		By:	/s/ Alan M. Schnaid

			Alan M. Schnaid
			Vice President
Date: October 19, 2004

EXHIBIT INDEX


Exhibit No.		Description of Exhibit
2.1		Purchase and Sale Agreement, dated as of October 18, 2004, by and between The Westin Chicago Limited Partnership and JER Partners Acquisitions III, LLC.

99.1		Press release issued by Westin Hotels Limited Partnership dated October 19, 2004.

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