Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0104
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
  Sunstone Hotel Investors, L.L.C.
 2. Date of Event Requiring Statement (Month/Day/Year)
10/20/2004		 3. Issuer Name and Ticker or Trading Symbol
Sunstone Hotel Investors, Inc. [SHO]
(Last)
(First)
(Middle)
13155 NOEL ROAD, SUITE 700		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

DALLAS, TX 75240		 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock (1) 100
I
See footnote (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Sunstone Hotel Investors, L.L.C.
13155 NOEL ROAD
SUITE 700
DALLAS, TX 75240		     X    
WB Hotel Investors, LLC
13155 NOEL ROAD
SUITE 700
DALLAS, TX 75240		     X    
Westbrook Real Estate Fund III, L.P.
13155 NOEL ROAD
SUITE 700
DALLAS, TX 75240		     X    
Westbrook Real Estate Co-Investment Partnership III, L.P.
13155 NOEL ROAD
SUITE 700
DALLAS, TX 75240		     X    
Westbrook Sunstone Investors, L.L.C.
13155 NOEL ROAD
SUITE 700
DALLAS, TX 75240		     X    
Westbrook Real Estate Partners Management III, L.L.C.
13155 NOEL ROAD
SUITE 700
DALLAS, TX 75240		     X    
Westbrook Real Estate Fund IV, L.P.
13155 NOEL ROAD
SUITE 700
DALLAS, TX 75240		     X    
Westbrook Real Estate Co-Investment Partnership IV, L.P.
13155 NOEL ROAD
SUITE 700
DALLAS, TX 75240		     X    
Westbrook Real Estate Partners Management IV, L.L.C.
13155 NOEL ROAD
SUITE 700
DALLAS, TX 75240		     X    
Sunstone/WB Manhattan Beach, LLC
13155 NOEL ROAD
SUITE 700
DALLAS, TX 75240		     X    

Signatures

Patrick K. Fox 10/20/2004
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) This Form 3 is being filed by the entities listed on Exhibit 99.2 to this Form 3 (the "Reporting Persons"). The Reporting Persons may be deemed to constitute a "group" for purposes of Section 13(d) of the Exchange Act. Because the SEC's electronic filing system will not allow more than ten joint filers on one Form 3, the holdings of the Reporting Persons are being reported on two identical Form 3s.
(2) See Exhibit 99.1

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.