Waiver Dear Sirs: Reference is made to (i) the Agreement and Plan of Merger dated as of October 19, 1997 (the "Merger Agreement"), among Starwood Lodging Trust (the "Trust"), Starwood Lodging Corporation (the "Corporation"), Chess Acquisition Corp....

                                                              [Exhibit 126]



                              ITT Corporation
                        0000 Xxxxxx xx xxx Xxxxxxxx
                          Xxx Xxxx, Xxx Xxxx 00000




                                                           November 6, 1997


Starwood Lodging Trust
Starwood Lodging Corporation
Chess Acquisition Corp.
c/o Starwood Capital Group
0 Xxxxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxxxxx 00000


                                   Waiver

Dear Sirs:

         Reference is made to (i) the Agreement and Plan of Merger dated as
of October 19, 1997 (the "Merger Agreement"),  among Starwood Lodging Trust
(the "Trust"),  Starwood  Lodging  Corporation (the  "Corporation"),  Chess
Acquisition  Corp. ("Sub" and, together with the Trust and the Corporation,
the  "Starwood  Companies")  and  ITT  Corporation  ("ITT")  and  (ii)  the
Confidentiality Agreement dated as of October 6, 1997, among the Trust, the
Corporation and ITT (the "Starwood Confidentiality Agreement").

         Each of the Starwood  Companies  hereby  waives  compliance by ITT
with  Section  4.4  of the  Merger  Agreement,  insofar  as it  relates  to
standstill or similar agreements;  provided however that any release by ITT
of any third party of its obligations under any such agreements shall apply
equally to Hilton Hotels  Corporation  and its  affiliates and the Starwood
Companies  and its  affiliates.  ITT  hereby  agrees  that the  "Applicable
Period" under Section 6 of the Starwood Confidentiality  Agreement ended on
October  19,  1997,  and  hereby  waives  compliance  by the  Trust and the
Corporation with such Section.





         If the foregoing is  acceptable to you,  please sign and return to
us the enclosed duplicate hereof, whereupon this letter and your acceptance
shall  represent a binding  agreement  between ITT and each of the Starwood
Companies.


                                       Very truly yours,

                                       By:
                                          /s/ XXXXXXX X. XXXX
                                          ---------------------------
                                          Xxxxxxx X. Xxxx
                                          Executive Vice President



Accepted and agreed:

Starwood Lodging Trust

By:  /s/ XXXXX X. XXXXXXXXXX
     -----------------------
     Xxxxx X. Xxxxxxxxxx
     Authorized Signatory


Starwood Lodging Corporation

By:  /s/ XXXXX X. XXXXXXXXXX
     -----------------------
     Xxxxx X. Xxxxxxxxxx
     Authorized Signatory


Chess Acquisition Corp.

By:  /s/ XXXXX X. XXXXXXXXXX
     -----------------------
     Xxxxx X. Xxxxxxxxxx
     Chairman and Chief
     Executive Officer