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EXHIBIT 10.3.2

SECOND AMENDMENT TO INTERCOMPANY AGREEMENT

This Amendment (the Amendment), dated as of April 1, 2003, is made among
MeriStar Hospitality Corporation (MSH), a Maryland corporation, MeriStar
Hospitality Operating Partnership, L.P. (MSH OP), a Delaware limited
partnership, MeriStar Hotels Lessee, Inc. (Leasing and, together with MSH and
MSH OP, the MSH Parties), a Delaware corporation, Interstate Hotels &
Resorts, Inc. (OPCO), a Delaware corporation and formerly known as MeriStar
Hotels & Resorts, Inc., and MeriStar H&R Operating Company, L.P. (OPCO OP
and, together with OPCO, the OPCO Parties), a Delaware limited partnership.

RECITALS

WHEREAS:



| | A. |  | MSH, MSH OP and the OPCO Parties entered into that certain
Intercompany Agreement (the Agreement), dated as of August 3,
1998, as amended January 1, 2001, whereupon Leasing became a party
to the Agreement.       
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | B. |  | The Board of Directors of each of MSH and OPCO have
determined that it is in the best interests of their respective
corporations to amend the Agreement in light of the current
relationship between the corporations.

NOW, THEREFORE,the parties agree as follows:



| | 1. |  | All capitalized terms used in this Amendment and not
otherwise defined shall have the meanings set forth in the Agreement
as such meanings may be modified hereby.                                                                                                                                                                                        
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 2. |  | Section 6 of the Agreement is hereby deleted in its entirety
and replaced with the following:                                                                                                                                                                                                                                                             
|
| |    |  | 6. MeriStar
Trademark. Effective April 1, 2003, the OPCO
Parties shall transfer, for consideration of $1.00, all right, title
and interest held by the OPCO Parties in and to the name
MeriStar, and all variants thereof, to MSH OP, and the
OPCO Parties shall have no further rights to use such names and shall
discontinue all use of such names.
|
| | 3. |  | Section 7(a) of the Agreement is hereby deleted in its
entirety.                                                                                                                                                                                                                                                                                          
|
| | 4. |  | Section 7(c) of the Agreement is hereby deleted in its
entirety.                                                                                                                                                                                                                                                                                          
|
| | 5. |  | Section 8 of the Agreement is hereby deleted in its entirety.                                                                                                                                                                                                                                                                                             
|
| | 6. |  | As amended hereby, the Agreement is ratified and shall remain
in full force and effect.                                                                                                                                                                                                                                                                   





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IN WITNESS WHEREOF,the parties have executed this Amendment as of the date
first written above.

MERISTAR HOSPITALITY COPORATIONBy:
Name:
Title:
    
    ______________________________
Jerome J. Kraisinger
Executive Vice President and General CounselMERISTAR HOSPITALITY OPERATING PARTNERSHIP, L.P.By:
    
    MeriStar Hospitality Corporation,
its general partnerBy:
Name:
Title:
    
    ______________________________
Jerome J. Kraisinger
Executive Vice President and General CounselMERISTAR HOTEL LESSEE, INC.By:
Name:
Title:
    
    ______________________________
Jerome J. Kraisinger
Executive Vice President and General CounselINTERSTATE HOTELS & RESORTS, INC.By:
Name:
Title:
    
    ______________________________
Christopher L. Bennett
Senior Vice President and General CounselMERISTAR H&R OPERATING COMPANY, L.P.By:
    
    Interstate Hotels & Resorts, Inc.By:
Name:
Title:
    
    ______________________________
Christopher L. Bennett
Senior Vice President and General Counsel