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

~~Securities~~Date ~~Exchange~~of ~~Act~~Report (Date of ~~1934~~earliest event reported): December 7, 2004

Date of Report (Date of earliest event reported): October 18, 2004

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 (Address of principal executive offices) 10604 (Zip Code)


1111 Westchester Avenue, White Plains, New York		10604
(Address of principal executive offices)		(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) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


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))

TABLE OF CONTENTS

Item 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


	Item 7.01. Regulation FD Disclosure.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
Press Release

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~~December 197, 2004, the Registrant issued a press release announcing it has received the consent of a majority of its limited partners to the ~~signing~~previously-announced sale of the ~~Purchase~~Westin ~~and~~Michigan ~~Sale~~Avenue ~~Agreement~~hotel, located in Chicago, Illinois, to JER Partners Acquisitions III, LLC. 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 December 7, 2004.
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


WESTIN HOTELS LIMITED PARTNERSHIP

By:		WESTIN REALTY CORP.
		General Partner


By:		/s/ Alan M. Schnaid

		Alan M. Schnaid
		Vice President

Date: December 8, 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 December 7, 2004.
99.1		Press release issued by Westin Hotels Limited Partnership dated October 19, 2004.

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