EXHIBIT 23.2

                       CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 13, 2002, except for the
fifth paragraph of Note 4, as to which the date is February 21, 2002 relating to
the consolidated financial statements as of December 31, 2001 and for each of
the two years in the period ended December 31, 2001, which appears in the Annual
Report to Shareholders, which is incorporated by reference in Interstate Hotels
and Resorts, Inc.'s Annual Report on Form 10-K/A for the year ended December 31,
2002.

/s/ PriceWaterhouseCoopers LLP

Pittsburgh, PA

March 3, 2004