UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K/A

þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For Fiscal Year Ended December 31, 2002

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from  to                              

Commission File Number 1-14331

Interstate Hotels & Resorts, Inc.

Delaware	52-2101815
(State of Incorporation)	(IRS Employer Identification No.)

1010 Wisconsin Avenue, N.W.

Washington, D.C. 20007

202-965-4455

www.ihrco.com

This Form 10-K can be accessed at no charge through above web site.

MeriStar Hotels and Resorts, Inc.

(Former Name, Former Address and Former Fiscal Year,

if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:

Common Stock par value $0.01 per share(1)                     New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

None

(1)  Each share of common stock, par value $0.01 per share, has an associated right to purchase our Series A junior participating preferred stock, par value $0.01 per share.

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period for which the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     þ

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to the Form 10-K.     o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).     o

The aggregate market value of common stock held by non-affiliates of the registrant as of December 31, 2002 was $59,307,994.

The number of shares of Common Stock, outstanding at March 20, 2003 was 20,587,006.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant’s definitive Proxy Statement relating to the Registrant’s 2003 Annual Meeting of Shareholders are incorporated by reference into Items 10, 11, 12 and 13.

EXPLANATORY NOTE

The Registrant is filing this Form 10-K/A in order to file the chief financial officer certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. This certification was executed by the registrant’s chief financial officer on March 27, 2003, the date on which the registrant filed its Form 10-K, however, due to an administrative error during the final preparation for filing the Form 10-K, the certification was mistakenly omitted from the Form 10-K filing.

SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Interstate Hotels & Resorts, Inc. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

INTERSTATE HOTELS & RESORTS, INC.

By:  /s/ PAUL W. WHETSELL

Paul W. Whetsell

Chief Executive Officer

and Chairman

Dated: March 31, 2003

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Paul W. Whetsell and Christopher L. Bennett, such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and revocation, for such person and in such person’s name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this report filed pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, and to file the same with all exhibits thereto, and the other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and things requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Exchange Act of 1934, this report and the foregoing Power of Attorney have been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ PAUL W. WHETSELL Paul W. Whetsell	Chief Executive Officer and Chairman of the Board (Principal Executive Officer)	March 31, 2003
/s/ STEVEN D. JORNS Steven D. Jorns	Vice Chairman of the Board	March 31, 2003
/s/ JOHN EMERY John Emery	President, Chief Operating Officer and Director	March 31, 2003
/s/ JAMES A. CALDER James A. Calder	Chief Financial Officer (Principal Financial and Accounting Officer)	March 31, 2003
/s/ LESLIE R. DOGGETT Leslie R. Doggett	Director	March 31, 2003
/s/ J. TAYLOR CRANDALL J. Taylor Crandall	Director	March 31, 2003

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/s/ JOSEPH J. FLANNERY Joseph J. Flannery	Director	March 31, 2003
Raymond C. Mikulich	Director	March 31, 2003
/s/ JOHN J. RUSSELL, JR. John J. Russell, Jr.	Director	March 31, 2003
/s/ JAMES B. MCCURRY James B. McCurry	Director	March 31, 2003
/s/ SHERWOOD M. WEISER Sherwood M. Weiser	Director	March 31, 2003
/s/ THOMAS F. HEWITT Thomas F. Hewitt	Director	March 31, 2003
Mahmood J. Khimji	Director	March 31, 2003
/s/ KARIM J. ALIBHAI Karim J. Alibhai	Director	March 31, 2003

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CERTIFICATIONS

I, James A. Calder, certify that:

1.	I have reviewed this annual report on Form 10-K of Interstate Hotels & Resorts, Inc.;
2.	Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3.	Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a. designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b. evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and

c. presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a. all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls: and

6. The registrant’s other certifying officer and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: March 27, 2003

/s/ JAMES A. CALDER

James A. Calder

Chief Financial Officer

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