**EXHIBIT 31.2**
**Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002**
I, J. William Richardson, certify that:
 1.  I have reviewed this quarterly report on Form 10-Q of Interstate Hotels & Resorts,Inc.;  2.  Based on my knowledge, this report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statements made, inlight of the circumstances under which such statements were made, not misleading withrespect to the period covered by this report;  3.  Based on my knowledge, the financial statements, and other financial informationincluded in this report, fairly present in all material respects the financial condition,results of operations and cash flows of the registrant as of, and for, the periodspresented in this report;  4.  The registrant’s other certifying officer and I are responsible for establishing andmaintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)and 15d-15(e), and internal control over financial reporting (as defined in Exchange ActRules 13a-15(f) and 15d-15(f) for the registrant and we have:
 a.  Designed such disclosure controls and procedures, or caused suchdisclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared;  b.  Designed such internal control over financial reporting, or causedsuch internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles;  c.  Evaluated the effectiveness of the registrant’s disclosure controlsand procedures, and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures as of the end of theperiod covered by the report based on such evaluation; and  d.  Disclosed in this report any change in the registrant’s internalcontrol over financial reporting that occurred during the registrant’s most recentfiscal quarter (the registrant’s fourth fiscal quarter in the case of an annualreport) that has materially affected, or is reasonably likely to materiallyaffect, the registrant’s internal control over financial reporting; and
 5.  The registrant’s other certifying officer and I have disclosed, based on our mostrecent evaluation of internal control over financial reporting, tothe registrant’s auditors and the audit committee of the registrant’s board of directors (or personsperforming the equivalent functions):
 a.  All significant deficiencies and material weaknesses in the design oroperation of internal control over financial reporting which are reasonably likelyto adversely affect the registrant’s ability to record, process, summarize andreport financial information; and  b.  Any fraud, whether or not material, that involves management or otheremployees who have a significant role in the registrant’s internal control overfinancial reporting. Dated: May 9, 2005** **                                             **J. William Richardson*****Chief Financial Officer***