STARWOOD HOTELS & RESORTS
EX-10.61
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<TYPE>EX-10.61
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<FILENAME>p67447exv10w61.txt
<DESCRIPTION>EX-10.61
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                                                                   Exhibit 10.61


[STARWOOD LETTERHEAD]

PERSONAL & CONFIDENTIAL

March 25, 1998



Mr. Ted Darnall
8235 N 62nd Place
Paradise Valley, AZ  85253

Dear Ted:

We are very pleased to extend this offer of Executive Vice President, Hotel
Operations for Starwood Hotels & Resorts Worldwide, Inc. ("Starwood"). The
following will outline the specifics of your offer of employment:

POSITION:

You shall be the Executive Vice President of Hotel Operations and shall perform
such duties and services as may be assigned to you by the President, The
Americas. You shall devote your full time and attention to the affairs of the
Company and to your duties as Executive Vice President of Hotel Operations.

BASE SALARY:

Your initial base salary, expressed in semi-monthly terms, will be $14,583.33
(on an annualized basis equivalent to $350,000.00), annualized from date of
acceptance and will be subject to the appropriate withholdings for FICA, state
and federal taxes, and Medicare.

BONUS:

You will be eligible to receive a performance bonus based upon achieving
specified performance criteria which will be established and approved. The
maximum bonus will be defined in accordance with the Company's new plan which
will be recommended and must be approved by the Board of Directors.

RETENTION BONUS:

In lieu of the base salary payment for change of control, you will be paid a
retention bonus equal to one year's base salary, at your current base salary
level, conditioned upon your
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Mr. Ted Darnall
March 25, 1998
Page 2

staying with the Company at least one year after the ITT closing. If you
voluntarily leave the employ of the Company within that one year period, you
would be obliged to repay the Company the retention bonus and the tax payment
on the restricted stock.

OPTIONS:

The Company will recommend to the Options Committee an additional grant of
options for 125,000 Paired Shares for you in accordance with the Long Term
Incentive Plan (the "LTIP") at current market, which would be exercisable at
the then fair market value of the Paired Shares in accordance with the LTIP and
would vest over the normal three year period following grant. The strike price
of the options will be the current market price at the close of market on the
day prior to the grant date.

TAXES ON RESTRICTED STOCK:

You received a restricted stock Award under the Company's 1995 LTIP in
September of 1996. The Company will pay you an amount to cover taxes on the
Paired Shares included in that Award. The amount of the payment would be 40% of
the market value of Paired Shares at the time of vesting (but not in excess of
$53 per Paired Share) multiplied by the number of Paired Shares then vesting.
If you voluntarily leave the employ of the Company within that one year period,
you would be obligated to repay the Company the tax payment on the restricted
stock.

RELOCATION EXPENSES:

To help cover the cost of living differential between Phoenix and
Fairfield/Westchester Counties, the Company will pay the reasonable,
out-of-pocket costs of relocating your household furnishings and your family;
all relocation expenses will be grossed up.  Other relocation costs to be
covered as necessary include third party purchase of your Phoenix home to
facilitate an expedient relocation. Upon your move to the Fairfield/Westchester
County are, the Company will make a second mortgage home loan available to you
in the amount of $600,000 which would be due in five years or upon termination
of employment for any reason. The loan will be non-interest bearing and will be
secured by a second mortgage on your home in Fairfield/Westchester County.

TERMINATION/SEVERANCE:

The Company reserves the right to terminate your employment with or without
cause at any time. In the event of an involuntary termination without cause,
the reduction of your role or responsibilities, a chance in control of the
Company, or in the event of any breach by the Company of your employment
agreement entitling you to terminate same (after expiration of applicable
notice and cure periods for the benefit of the Company), you shall receive as
your sole right, exclusive remedy and liquidated damages, a one time
termination payment equal to twelve (12) months base salary. In addition, the
vesting of your options shall be accelerated at the date of such termination.
The Company will also

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Mr. Ted Darnall
March 25, 1998
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continue to provide medical benefits coverage during the 12 month period
subsequent to the termination of your employment.

No severance shall be due in the event that you are terminated for gross
misconduct or in the event that you leave the full-time employ of the Company
voluntarily.

In the event of any employment-related disputes with respect to your employment
by the Company, you and the Company agree that the same shall be resolved
through binding arbitration in the jurisdiction of the Company's headquarters
and in accordance with the rules and procedures from time to time of the
American Arbitration Association.

NON-SOLICITATION/CONFIDENTIALITY:

All benefits provided hereunder shall be contingent on your compliance with the
non-solicitation/confidentiality covenants which will be set forth in a
separate agreement.

This letter represents the entirety of our agreement with respect to your
employment and any prior discussions or negotiations are hereby merged herein.
If this offer is acceptable to you, please sign this letter in the space
provided below and send it to my attention.

Very truly yours,

STARWOOD HOTELS AND RESORTS WORLDWIDE, INC.

/s/ SUSAN R. BOLGER

Susan R. Bolger
Executive Vice President, Human Resources

ACCEPTED AND AGREED TO:

/s/ TED DARNALL

Ted Darnall

cc: Personnel File


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