UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): ~~April~~ May 19, 2005

WESTIN HOTELS LIMITED PARTNERSHIP

(Exact name of registrant as specified in its charter)

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


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

1111 Westchester Avenue, White Plains, New York		10604
(Address of principal executive offices)		(Zip Code)

1111 Westchester Avenue, White Plains, New York (Address of principal executive offices) 10604 (Zip Code)

Registrant’s telephone number, including area code: (800) 323-5888

Not Applicable ~~(Former name or former address, if changed since last report)~~

(Former name or former address, if changed since last report)

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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a- 12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 17.01. ~~Entry~~Regulation ~~into~~FD ~~a Material Definitive Agreement~~Disclosure.

AsOn ~~previously~~May 19, ~~disclosed~~2005, ~~Westin~~Mr. Ralph ~~Hotels~~Silver ~~Limited Partnership (the “Registrant”)~~ and ~~Westin Realty Corp~~Dr., Warren ~~the~~Heller ~~general partner of~~ (the ~~Registrant (~~“~~Westin Realty~~Claimants”), filed a demand for class arbitration with the American Arbitration Association of Seattle, Washington on(the ~~October 14,~~“AAA”) ~~2004 against~~(the ~~Kalmia~~method ~~Investors~~and ~~LLC~~location ~~(“Kalmia”),~~for aresolving ~~limited~~disputes ~~partner~~provided offor in the ~~Registrant.~~Partnership InAgreement) ~~the arbitration~~directed ~~proceeding,~~against ~~Kalmia~~each ~~has~~of ~~asserted~~the ~~certain~~counterclaim ~~counterclaims~~and ~~under~~third-party ~~protest~~respondents toin the pending arbitration ~~proceeding~~originally ~~against~~filed by the ~~Registrant~~General Partner and ~~Westin~~the ~~Realty~~Partnership ~~and~~on ~~third-party~~October 14, ~~claims~~2004 ~~against~~(the ~~Westin~~“Kalmia ~~Chicago Limited~~Arbitration”), namely the General Partner, the Partnership, Starwood Hotels & Resorts Worldwide, Inc. (“~~WCLP~~Starwood”), 909 North Michigan Avenue Corporation (“909 Corp.”), the ~~general~~Westin ~~partner~~Chicago ~~of WCLP (“909~~Limited ~~Corporation”)~~Partnership, the Westin St. Francis Limited Partnership ~~(“St.~~and ~~Francis~~the ~~LP”),~~ St. Francis Hotel Corporation, (“St. ~~the~~Francis”). ~~general~~The ~~partner~~proposed class includes all Limited Partners of the StPartnership. ~~Francis~~The LPClaimants (allege ~~“St.~~that ~~Francis~~the ~~Corporation”~~General ~~and~~Partner, ~~together~~Starwood, ~~with~~909 ~~the~~Corp. ~~Registrant~~ and ~~WCLP~~St. Francis have, ~~the~~among ~~“Partnerships”)~~other things, ~~and~~breached ~~Starwood~~their ~~Hotels~~fiduciary &duties ~~Resorts~~and ~~Worldwide,~~contractual ~~Inc~~duties., aIn ~~Maryland~~addition, the ~~corporation~~Claimants ~~and~~have ~~the~~stated ~~parent~~that ofthey ~~Westin~~will ~~Realty,~~request ~~909~~that ~~Corporation~~the ~~and~~AAA ~~St.~~consolidate ~~Francis~~the ~~Corporation~~class arbitration with the Kalmia ~~(“Starwood”)~~Arbitration.

~~As a~~The ~~result~~General ofPartner ~~such~~and ~~counterclaims, on April 19, 2005,~~ the ~~Registrant~~Partnership ~~entered~~deny ~~into an agreement (~~the ~~“Agreement”)~~Claimants’ ~~with~~allegations ~~WCLP, St. Francis LP (together with the Registrant~~ and ~~WCLP,~~intend ~~the~~to ~~“Partnerships”),~~vigorously ~~Westin~~defend ~~Realty,~~themselves ~~909~~in ~~Corporation, St. Francis Corporation, (together with Westin Realty and 909 Corporation,~~ the ~~“General~~class ~~Partners”), and Starwood~~arbitration. Pursuant to the Partnership Agreement and toupon the ~~indemnification~~advice ~~provisions in each~~ of ~~the Partnerships’ respective limited partnership agreements~~counsel, the ~~General Partners have agreed to allow the Partnerships to advance, after a written request from an Indemnitee (as defined in the Agreement), any reasonable~~ expenses incurred ~~by any Indemnitee as a result of a Claim or Claims (as defined~~ in ~~the~~connection ~~Agreement)~~with ~~made against any Indemnitee for Indemnifiable Events (as defined in~~ the ~~Agreement).~~class ~~Each~~arbitration ~~Indemnitee~~will ~~has undertaken~~be ~~and~~paid ~~agreed~~out toof ~~reimburse~~ the ~~Partnerships~~assets inof ~~connection with any Claim against such Indemnitee in~~ the ~~event that it is ultimately determined that such Indemnitee is not entitled to be indemnified by the Partnerships~~Partnership.

~~The~~A ~~above~~copy ~~summary~~ of ~~material provisions of~~ the ~~Agreement~~demand ~~does~~for ~~not~~class ~~purport~~arbitration ~~to be complete and~~ is ~~qualified~~attached inhereto ~~its~~as ~~entirety~~Exhibit 99.1 byand ~~reference to the terms of the Agreement, which~~ is ~~attached to this~~ ~~Current~~incorporated ~~Report~~herein onby ~~Form 8-K as Exhibit 10~~reference.1.

~~SIGNATURES~~ Item 9.01. Financial Statements and Exhibits.

~~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~~ (c) Exhibits.

WESTIN HOTELS LIMITED PARTNERSHIP By: WESTIN REALTY CORP. General Partner


	Exhibit No.	Description of Exhibit

	99.1	Letter to the American Arbitration Association from Mr. Ralph Silver and Dr. Warren Heller regarding their demand for class arbitration dated May 19, 2005.

~~By: /s/ Alan M. Schnaid Alan M. Schnaid Vice President~~SIGNATURES

~~Date:~~ Pursuant ~~April 25~~to the requirements of the Securities Exchange Act of 1934, ~~2005~~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: May 24, 2005

EXHIBIT INDEX


	Exhibit No.	Description of Exhibit

	99.1	Letter to the American Arbitration Association from Mr. Ralph Silver and Dr. Warren Heller regarding their demand for class arbitration dated May 19, 2005.

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