##### 



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
  Form 10-Q
   þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended
    March 31, 2006oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          
    to    Commission of File Number 1-14331
   Interstate Hotels &
    Resorts, Inc.
   Delaware(State of
    Incorporation)

52-2101815(IRS Employer
    Identification No.)4501 North Fairfax Drive
    Arlington, VA(Address of Principal
    Executive Offices)

22203(Zip
    Code)    www.ihrco.com
 Form 10-Q
   (703) 387-3100
 (Registrants Telephone
    Number, Including Area Code)
   þ
  Rule 12b-2
 o þ o
  Rule 12b-2 o o




---



##### 



INTERSTATE
    HOTELS & RESORTS, INC.
  INDEX
  
  PagePART I.
    FINANCIAL INFORMATION 





 Item 1:


Financial
    Statements (Unaudited): 





 Consolidated
    Balance Sheets  March 31, 2006 and
    December 31, 2005


2 





 Consolidated
    Statements of Operations and Comprehensive Income
    (Loss)  Three months ended March 31, 2006
    and 2005


3 





 Consolidated
    Statements of Cash Flows  Three months ended
    March 31, 2006 and 2005


4 





 Notes to
    Consolidated Financial Statements


5 





 Item 2:


Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations


16 





 Item 3:


Quantitative and
    Qualitative Disclosures About Market Risk


23 





 Item 4:


Controls and
    Procedures


23PART II.
    OTHER INFORMATION 





 Item 1:


Legal
    Proceedings


25 





 Item 6:


Exhibits


25   1




---



##### 



PART I.
    FINANCIAL INFORMATION Item 1:  Financial
    Statements  INTERSTATE
    HOTELS & RESORTS, INC.
 CONSOLIDATED BALANCE SHEETS
 (Unaudited, in thousands)
  March 31,


December 31,2006


2005ASSETSCurrent assets:Cash and cash equivalents

$
13,504


$
12,929Restricted cash


3,545



3,209Accounts receivable, net of
    allowance for doubtful accounts of $2,012 at March 31, 2006
    and $2,011 at December 31, 2005


38,275



41,456Due from related parties, net of
    allowance for doubtful accounts of $1,930 at March 31, 2006
    and $1,800 at December 31, 2005


5,791



6,001Prepaid expenses and other current
    assets


12,218



8,594Total current assets


73,333



72,189Marketable securities


1,455



1,503Property and equipment, net


52,899



52,070Investments in and advances to
    affiliates


7,258



7,686Notes receivable


6,130



6,190Deferred income taxes


11,341



11,925Goodwill


96,809



96,809Intangible assets, net


35,636



44,708Total assets

$
284,861


$
293,080LIABILITIES, MINORITY INTEREST
    AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
4,319


$
4,508Accrued expenses


66,141



70,347Current portion of long-term debt


3,750



3,750Total current liabilities


74,210



78,605Deferred compensation


1,416



1,474Long-term debt


76,052



81,302Total liabilities


151,678



161,381Minority interest


1,070



1,059Commitments and contingenciesStockholders equity:Preferred stock, $.01 par
    value; 5,000,000 shares authorized, no shares issued






Common stock, $.01 par value;
    250,000,000 shares authorized; 30,795,806 and
    30,609,935 shares issued and outstanding at March 31,
    2006 and December 31, 2005, respectively


308



306Treasury stock


(69
)


(69
)Paid-in capital


189,814



189,330Accumulated other comprehensive
    income


305



64Accumulated deficit


(58,245
)


(58,991
)Total stockholders equity


132,113



130,640Total liabilities, minority
    interest and stockholders equity

$
284,861


$
293,080   The accompanying notes are an integral part of the
    consolidated financial statements.
 2




---



##### 



INTERSTATE
    HOTELS & RESORTS, INC.
 CONSOLIDATED STATEMENTS OF OPERATIONS
 AND COMPREHENSIVE INCOME (LOSS)
 (Unaudited, in thousands)
  Three months endedMarch 31,2006


2005Revenue:Lodging

$
5,037


$
1,758Management fees


9,488



7,575Management fees-related parties


13,375



6,619Corporate housing


27,765



27,399Other


3,711



2,75759,376



46,108Other revenue from managed
    properties


224,949



191,887Total revenue


284,325



237,995Operating expenses by department:Lodging


3,888



1,520Corporate housing


22,990



23,409Undistributed operating expenses:Administrative and general


18,371



18,001Depreciation and amortization


2,060



2,159Restructuring and severance






1,947Asset impairments and write-offs


8,550



1,06255,859



48,098Other expenses from managed
    properties


224,949



191,887Total operating expenses


280,808



239,985OPERATING INCOME (LOSS)


3,517



(1,990
)Interest income


386



141Interest expense


(2,063
)


(3,932
)Equity in earnings (losses) of
    affiliates


(557
)


2,842Gain on sale of investments






385INCOME (LOSS) BEFORE MINORITY
    INTEREST AND INCOME TAXES


1,283



(2,554
)Income tax (expense) benefit


(519
)


1,001Minority interest (expense) benefit


(18
)


18INCOME (LOSS) FROM CONTINUING
    OPERATIONS


746



(1,535
)Income from discontinued
    operations, net






111NET INCOME (LOSS)


746



(1,424
)Other comprehensive income (loss),
    net of tax:Foreign currency translation gain
    (loss)


253



(97
)Unrealized loss on investments


(12
)


(484
)COMPREHENSIVE INCOME (LOSS)

$
987


$
(2,005
)BASIC AND DILUTIVE EARNINGS (LOSS)
    PER SHARE:Continuing operations

$
0.02


$
(0.05
)Discontinued operations






Basic and dilutive earnings (loss)
    per share

$
0.02


$
(0.05
)   The accompanying notes are an integral part of the
    consolidated financial statements
 3




---



##### 



INTERSTATE
    HOTELS & RESORTS, INC.
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (Unaudited, in thousands)
  Three months endedMarch 31,2006


2005OPERATING ACTIVITIES:Net income (loss)

$
746


$
(1,424
)Adjustments to reconcile net
    income (loss) to cash provided by operating activities:Depreciation and amortization


2,060



2,159Equity in (earnings) losses of
    affiliates


557



(2,842
)Operating distributions from
    unconsolidated entities


80



133Asset impairments and write-offs


8,550



1,062Amortization of deferred financing
    fees


196



2,032Minority interest


18



(18
)Deferred income taxes


584



(924
)Gain on sale of investments






(385
)Discontinued operations:Depreciation and amortization






80Changes in assets and liabilities:Accounts receivable, net


3,196



(674
)Due from related parties, net


210



3,492Prepaid expenses and other current
    assets


(1,176
)


(2,918
)Accounts payable and accrued
    expenses


(7,376
)


2,690Other changes in asset and
    liability accounts


209



176Cash provided by operating
    activities


7,854



2,639INVESTING ACTIVITIES:Proceeds from the sale of
    investments






483Change in restricted cash


(336
)


(1,817
)Purchases of property and equipment


(1,470
)


(30,610
)Acquisition of subsidiary


(497
)


Additions to intangible assets


(167
)


(394
)Contributions to unconsolidated
    entities


(209
)


(258
)Distributions from unconsolidated
    entities






4,909Cash used in investing activities


(2,679
)


(27,687
)FINANCING ACTIVITIES:Proceeds from borrowings


4,000



110,200Repayment of borrowings


(9,250
)


(97,924
)Proceeds from issuance of common
    stock


397



17Financing fees paid






(3,506
)Cash (used in) provided by
    financing activities


(4,853
)


8,787Effect of exchange rate on cash


253



(87
)Net increase (decrease) in cash
    and cash equivalents


575



(16,348
)CASH AND CASH EQUIVALENTS,
    beginning of period


12,929



16,481CASH AND CASH EQUIVALENTS, end of
    period

$
13,504


$
133SUPPLEMENT CASH FLOW
    INFORMATIONCash paid for interest and income
    taxes:Interest

$
1,892


$
1,742Income taxes

$
738


$
270   The accompanying notes are an integral part of the
    consolidated financial statements.
 4




---



##### 



INTERSTATE
    HOTELS & RESORTS, INC.NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS
  1.
    BUSINESS
    SUMMARY          2.
    SUMMARY
    OF SIGNIFICANT ACCOUNTING POLICIES  General Form 10-K,
      Stock-Based Compensation Accounting for Stock Based
    Compensation  Transition and Disclosure. Share Based Payment
 5




---



##### 



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Control of a Limited
    Partnership Determining Whether a General Partner, or the
    General Partners as a Group, Controls a Limited Partnership or
    Similar Entity When the Limited Partners Have Certain
    Rights,
  3.
    EARNINGS
    PER SHARE    Three months endedMarch 31, 2006


March 31, 2005Income/





Per Share


Income/





Per Share(Loss)


Shares


Amount


(Loss)


Shares


AmountIncome (loss) from continuing
    operations

$
746



30,685


$
0.02


$
(1,535
)


30,455


$
(0.05
)Income from discontinued
    operations, net of tax














111







Basic net income (loss)

$
746



30,685


$
0.02


$
(1,424
)


30,455


$
(0.05
)Assuming exercise of outstanding
    employee stock options less shares repurchased at average market
    price






105















Assuming vesting of outstanding
    restricted stock






130















Diluted net income (loss)

$
746



30,920


$
0.02


$
(1,424
)


30,455


$
(0.05
)  6




---



##### 



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   4.
    INVESTMENTS
    AND ADVANCES TO AFFILIATES    March 31,


December 31,2006


2005MIP Lessee, L.P.

$
1,630


$
2,022CNL/IHC Partners, L.P.


2,569



2,566Interconn Ponte Vedra Company,
    L.P.


2,679



2,670Other


380



428Total

$
7,258


$
7,686     Regulation S-X
  Three months endedMarch 31,2006


2005Revenues

$
21,258


$
20,402Operating expenses


16,127



15,890Net loss


(3,919
)


(8,145
)Our share of the above losses


(392
)


(806
)   5.
    INTANGIBLE
    ASSETS    March 31,


December 31,2006


2005Management contracts

$
40,367


$
49,902Franchise fees


1,226



1,226Deferred financing fees


2,224



2,339Total cost


43,817



53,467Less accumulated amortization


(8,181
)


(8,759
)Intangible assets, net

$
35,636


$
44,708    7




---



##### 



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          6.
    ACCRUED
    EXPENSES    March 31,


December 31,2006


2005Salaries and employee related
    benefits

$
25,788


$
34,234Other


40,353



36,113Total

$
66,141


$
70,347     7.
    LONG-TERM
    DEBT    March 31,


December 31,2006


2005Senior credit
    facility  revolving loan

$
16,526


$
20,526Senior credit
    facility  term loan


44,276



45,526Mortgage debt


19,000



19,000Total long-term debt


79,802



85,052Less current portion


(3,750
)


(3,750
)Long-term debt, net of current
    portion

$
76,052


$
81,302  8




---



##### 



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Senior Credit Agreement
  30-day 30-day
    Mortgage Debt 30-day
  Interest Rate Caps 30-day 30-day
  8.
    SEGMENT
    INFORMATION     9




---



##### 



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Hotel


Corporate


HotelManagement


Housing


Ownership


Corporate


ConsolidatedThree months ended
    March 31, 2006Revenue

$
26,574


$
27,765


$
5,037


$



$
59,376Depreciation and amortization


994



517



442



107



2,060Operating expense


20,535



27,960



3,888



1,416



53,799Operating income (loss)


5,045



(712
)


707



(1,523
)


3,517Interest expense, net






(8
)


(323
)


(1,346
)


(1,677
)Equity in earnings of affiliates










(557
)






(557
)Income before minority interests
    and income taxes

$
5,045


$
(720
)

$
(173
)

$
(2,869
)

$
1,283Total assets

$
168,664


$
28,788


$
54,586


$
32,823


$
284,861Capital expenditures

$
580


$
945


$
297


$
145


$
1,967Three months ended
    March 31, 2005Revenue

$
16,951


$
27,399


$
1,758


$



$
46,108Depreciation and amortization


1,534



297



146



182



2,159Operating expense


11,947



28,359



1,520



4,113



45,939Operating income (loss)


3,470



(1,257
)


92



(4,295
)


(1,990
)Interest expense, net










(238
)


(3,553
)


(3,791
)Equity in losses of affiliates










2,842







2,842Other gains














385



385Income before minority interests
    and income taxes

$
3,470


$
(1,257
)

$
2,696


$
(7,463
)

$
(2,554
)Total assets

$
183,179


$
28,615


$
52,186


$
25,341


$
289,321Capital expenditures

$
191


$
96


$
30,275


$
48


$
30,610     Three monthsended March 31,2006


2005Canada

$
73


$
208United Kingdom

$
6,978


$
6,997France

$
488


$
490Russia

$
375


$
375   9.
    RESTRUCTURING
    EXPENSES   10




---



##### 



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   10.
    ASSET
    IMPAIRMENTS AND OTHER WRITE-OFFS    Three monthsended March 31,2006


2005Management contract costs

$
8,550


$
239Hotel real estate investment fund
    costs






823Total

$
8,550


$
1,062     11.
    OTHER
    TRANSACTIONS      12.
    COMMITMENTS
    AND CONTINGENCIES  Insurance Matters
   11




---



##### 



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Leases
  2006

$
34,4922007


18,6542008


14,4722009


12,3772010


8,485Thereafter


20,301Total

$
108,781     2006

$
3612007


1,1012008


1,1452009


1,1902010


1,238Thereafter


3,197Total

$
8,232   Management Agreement Commitments
  Guarantees 15-year
  Contingent Liabilities Related to
    Partnership Interests
 12




---



##### 



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     13.
    ACQUISITIONS    Cash and restricted cash

$
1,739Accounts receivable and other
    assets


105Property and equipment


29,935Total

$
31,779     Actual


Pro FormaThree months ended


Three months endedMarch 31, 2006


March 31, 2005Pro forma lodging revenues

$
5,037


$
2,906Pro forma net income (loss)

$
746


$
(1,661
)Pro forma diluted earnings (loss)
    per share

$
0.02


$
(0.05
)   14.
    STOCK-BASED
    COMPENSATION     13




---



##### 



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Three months endedMarch 31,2006


2005Net loss, as reported

$
746


$
(1,424
)Add: Stock-based employee
    compensation expense included in net loss, net of tax


296



53Deduct: Total stock-based employee
    compensation expense determined under the fair value based
    method for all awards, net of tax


(296
)


(63
)Net loss, pro forma

$
746


$
(1,434
)Earnings (Loss) per share:Basic and diluted, as reported

$
(0.02
)

$
(0.05
)Basic and diluted, pro forma

$
(0.02
)

$
(0.05
)        14




---



##### 



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     WeightedAverage


AggregateNumber of


Exercise


IntrinsicShares


Price/Share


ValueOptions outstanding at
    December 31, 2005


1,614,421


$
6.76Granted during the quarter





$
Exercised during the quarter


(126,120
)

$
2.52Forfeited during the quarter





$
Options outstanding at
    March 31, 2006


1,488,301


$
7.04


$
599,700Options exercisable at
    March 31, 2006


1,308,180


$
7.33


$
599,600       WeightedNumber of


Average Grant-Restricted


Date FairShares


ValueUnvested at December 31, 2005


228,657


$
4.65Granted during the quarter


25,000


$
4.28Vested during the quarter


(98,743
)

$
4.63Forfeited during the quarter





$
Unvested at March 31, 2006


154,914


$
4.61    15




---



##### 



Item 2:
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations    Forward-Looking
    Statements
  Form 10-Q Form 10-K
  Form 10-Q Form 10-K
  Overview
    and Outlook
  Our Business
  Financial
    Highlights and Significant Events
  Financial Highlights
 16




---



##### 



Significant Events
          Industry
    Overview
   17




---



##### 



Critical
    Accounting Policies and Estimates
    Form 10-K,
  Results
    of Operations
  Operating
    Statistics
  1
  Three MonthsEnded March 31


Percent Change2006


2005


06 vs. 05Hotel ManagementProperties managed


282



316



(10.8)%Number of rooms


63,980



71,789



(10.9)%Corporate HousingNumber of markets


17



17



0%Average number of units


2,848



3,035



(6.2)%Hotel OwnershipNumber of properties


2



1



100.0%Number of rooms


524



156



235.9%     
    MeriStar sold 26 properties, 15 of which we no longer manage.
    We acquired two additional management contracts while
    transitioning three out of our system relating to the portfolio
    of hotels we manage for Sunstone Hotel Investors, Inc.
    The portfolio of hotels we manage for Goldman Sachs and Highgate
    Holdings has sold seven properties, six of which we no longer
    manage.    1
 18




---



##### 




    We transitioned 29 other properties out of our system, including
    eight properties that were owned as part of the joint venture
    with FelCor.
    We added 17 other properties from various owners.  2
  Three MonthsEnded March 31,


Percent Change2006


2005


06 vs. 05Hotel ManagementRevPar

$
79.49


$
71.41



11.3
%ADR

$
116.13


$
107.20



8.3
%Occupancy


68.4
%


66.6
%


2.7
%   Three MonthsEnded March 31,


Percent Change2006


2005


06 vs. 05Corporate HousingADR

$
113.68


$
107.82



5.4
%Occupancy


91.5
%


90.2
%


1.4
%   Revenue
    Three MonthsEnded March 31,


Percent Change2006


2005


06 vs. 05Lodging

$
5,037


$
1,758



186.5
%Management fees


22,863



14,194



61.1
%Corporate housing


27,765



27,399



1.3
%Other


3,711



2,757



34.6
%Other revenue from managed
    properties


224,949



191,887



17.2
%Total revenue

$
284,325


$
237,995



19.5
%   Lodging
  Management fees
    2
 19




---



##### 



Corporate housing
  Other
  Other revenue from managed
    properties
  Operating
    Expenses by Department
      Undistributed
    Operating Expenses
    Three MonthsEnded March 31,


Percent Change2006


2005


06 vs. 05Administrative and general

$
18,371


$
18,001



2.1%Depreciation and amortization


2,060



2,159



(4.6)%Restructuring and severance






1,947



(100.0)%Asset impairments and write-offs


8,550



1,062



705.1%Total undistributed operating
    expenses

$
28,981


$
23,169



25.1%   Administrative and
    general
 20




---



##### 



Depreciation and amortization
  Restructuring and severance
  Asset impairments and write-offs
  Other
    Income and Expenses
    Three MonthsEnded March 31,


Percent Change2006


2005


05 vs. 04Interest expense, net

$
1,677


$
3,791



(55.8)%Equity in earnings (losses) of
    affiliates


(557
)


2,842



(119.6)%Gain on sale of investments and
    extinguishment of debt






385



(100.0)%Income tax expense (benefit)


519



(1,001
)


151.8%Minority interest expense (benefit)


18



(18
)


200%Income from discontinued
    operations, net of tax






111



(100.0)%   Interest expense, net
  Equity in earnings (loss) of
    affiliates
  Gain on sale of investments and extinguishment of
    debt
  Income tax expense (benefit)
 21




---



##### 



Income from discontinued operations, net of
    tax
  Liquidity,
    Capital Resources and Financial Position
    Three MonthsEnded March 31,


Percent Change2006


2005


05 vs. 04Cash provided by operating
    activities

$
7,854


$
2,639



197.6%Cash used in investing activities


(2,679
)


(27,687
)


90.3%Cash provided by (used in)
    financing activities


(4,853
)


8,787



(238.3)%Working capital


(877
)


(17,976
)


95.1%Cash interest expense


(1,892
)


(1,742
)


8.6%Debt Balance


79,802



101,473



21.4%   Operating Activities
  Investing Activities
  Financing Activities
  Liquidity
   22




---



##### 



Senior Credit Facility
  30-day 30-day
    Mortgage Debt 30-day
  Item 3.
    Quantitative
    and Qualitative Disclosures About Market Risk  Form 10-K 30-day
  Item 4.
    Controls
    and Procedures  Disclosure
    Controls and Procedures
  Rules 13a-15(e) 15-d  15(e)).
   23




---



##### 



Changes
    in Internal Controls
     24




---



##### 



PART II.
    OTHER INFORMATION  Item 1.
    Legal
    Proceedings    Item 6.
    Exhibits  Exhibit No.

Description of
    Document3
.1

Amended and Restated Certificate
    of Incorporation of the Company, formerly MeriStar
    Hotels & Resorts, Inc. dated July 22, 1998
    (incorporated by reference to Exhibit 3.1 to the
    Companys
    Form S-1/A
    filed with the Securities and Exchange Commission on
    July 23, 1998 (Registration
    No. 333-49881)).3
.1.1

Certificate of Amendment of the
    Restated Certificate of Incorporation of the Company dated
    June 30, 2001 (incorporated by reference to
    Exhibit 3.1.1 to the Companys
    Form 10-K
    filed with the Securities and Exchange Commission on
    March 8, 2002).3
.1.2

Certificate of Merger of
    Interstate Hotels Corporation into MeriStar Hotels &
    Resorts, Inc. dated July 20, 2002 (incorporated by
    reference to Exhibit 3.1.2 to the Companys
    Form 8-A/A
    filed with the Securities and Exchange Commission on
    August 2, 2002).3
.1.3

Certificate of Amendment of the
    Restated Certificate of Incorporation of the Company dated
    July 31, 2002 (incorporated by reference to
    Exhibit 3.1.3 to the Companys
    Form 8-A/A
    filed with the Securities and Exchange Commission on
    August 2, 2002).3
.2

By-laws of the Company, formerly
    MeriStar Hotels & Resorts, Inc. (incorporated by
    reference to Exhibit 3.2 to the Companys
    Form S-1/A
    filed with the Securities and Exchange Commission on
    July 23, 1998 (Registration
    No. 333-49881)).3
.2.1

Amendment to the By-laws of the
    Company (incorporated by reference to Exhibit 3.3 to the
    Companys
    Form 8-A/A
    filed with the Securities and Exchange Commission on
    August 2, 2002).4
.1

Form of Common Stock Certificate
    of the Company (incorporated by reference to Exhibit 4.1 to
    the Companys
    Form 8-A/A
    filed with the Securities and Exchange Commission on
    August 2, 2002).4
.2

Preferred Share Purchase Rights
    Agreement, dated July 23, 1998, between the Company,
    formerly MeriStar Hotels & Resorts, Inc., and the
    Rights Agent (incorporated by reference to Exhibit 4.4 to
    the Companys
    Form S-1/A
    filed with the Securities and Exchange Commission on
    July 23, 1998 (Registration No.
    333-49881)).4
.2.1

Amendment to Rights Agreement,
    dated December 8, 2000, between the Company, formerly
    MeriStar Hotels & Resorts, Inc., and the Rights Agent
    (incorporated by reference to Exhibit 4.1 to the
    Companys
    Form 8-K
    filed with the Securities and Exchange Commission on
    December 12, 2000).4
.2.2

Second Amendment to Rights
    Agreement, dated May 1, 2002, between the Company, formerly
    MeriStar Hotels & Resorts, Inc., and the Rights Agent
    (incorporated by reference to Exhibit 4.1 to the
    Companys
    Form 8-K
    filed with the Securities and Exchange Commission on May 3,
    2002).4
.3

Form of Rights Certificate
    (incorporated by reference to Exhibit 4.3 to the
    Companys
    Form S-1/A
    filed with the Securities and Exchange Commission on
    July 23, 1998 (Registration
    No. 333-49881)).31
.1*

Certification of Chief Executive
    Officer pursuant to Section 302 of the Sarbanes-Oxley Act
    of 2002.31
.2*

Certification of Chief Financial
    Officer pursuant to Section 302 of the Sarbanes-Oxley Act
    of 2002.32
.*

Sarbanes-Oxley Act
    Section 906 Certifications of Chief Executive Officer and
    Chief Financial Officer.     *
    
    Filed herewith 25




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SIGNATURE
    Interstate
    Hotels & Resorts, Inc.
  Bruce
    A. Riggins
    Chief Financial Officer
   26