SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* LB INTERSTATE GP LLC (Last) (First) (Middle) C/O LEHMAN BROTHERS HOLDINGS INC 745 SEVENTH AVENUE (Street) NEW YORK NY 10019 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol INTERSTATE HOTELS & RESORTS INC [ IHR ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 07/28/2006
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock(1)(2)	07/28/2006		S		175	D	$9.85	781,356	I	See(3)
Common Stock	07/28/2006		S		275	D	$9.86	781,081	I	See(3)
Common Stock	07/28/2006		S		200	D	$9.87	780,881	I	See(3)
Common Stock	07/28/2006		S		425	D	$9.88	780,456	I	See(3)
Common Stock	07/28/2006		S		2,050	D	$9.89	778,406	I	See(3)
Common Stock	07/28/2006		S		2,025	D	$9.9	776,381	I	See(3)
Common Stock	07/28/2006		S		775	D	$9.91	775,606	I	See(3)
Common Stock	07/28/2006		S		700	D	$9.92	774,906	I	See(3)
Common Stock	07/28/2006		S		25	D	$9.93	774,881	I	See(3)
Common Stock	07/28/2006		S		375	D	$9.94	774,506	I	See(3)
Common Stock	07/28/2006		S		350	D	$9.95	774,156	I	See(3)
Common Stock	07/28/2006		S		150	D	$9.96	774,006	I	See(3)
Common Stock	07/28/2006		S		625	D	$9.97	773,381	I	See(3)
Common Stock	07/28/2006		S		150	D	$9.98	773,231	I	See(3)
Common Stock	07/28/2006		S		1,200	D	$9.99	772,031	I	See(3)
Common Stock	07/28/2006		S		2,475	D	$10	769,556	I	See(3)
Common Stock	07/28/2006		S		500	D	$10.01	769,056	I	See(3)
Common Stock	07/28/2006		S		300	D	$10.02	768,756	I	See(3)
Common Stock	07/28/2006		S		1,150	D	$10.03	767,606	I	See(3)
Common Stock	07/28/2006		S		25	D	$10.04	767,581	I	See(3)
Common Stock	07/28/2006		S		725	D	$10.05	766,856	I	See(3)
Common Stock	07/28/2006		S		225	D	$10.07	766,631	I	See(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* LB INTERSTATE GP LLC (Last) (First) (Middle) C/O LEHMAN BROTHERS HOLDINGS INC 745 SEVENTH AVENUE (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* LB INTERSTATE LP LLC (Last) (First) (Middle) C/O LEHMAN BROTHERS HOLDINGS INC 745 SEVENTH AVENUE (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* LEHMAN BROTHERS HOLDINGS INC (Last) (First) (Middle) 745 SEVENTH AVENUE (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* LEHMAN ALI INC (Last) (First) (Middle) C/O LEHMAN BROTHERS HOLDINGS INC 645 SEVENTH AVENUE (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* PROPERTY ASSET MANAGEMENT INC (Last) (First) (Middle) C/O LEHMAN BROTHERS HOLDINGS INC 745 SEVENTH AVENUE (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* PAMI LLC (Last) (First) (Middle) C/O LEHMAN BROTHERS HOLDINGS INC 745 SEVENTH AVENUE (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Filed by LB Interstate GP LLC as Designated Filer. Please see attached Joint Filer Information with respect to the additional Reporting Persons. Lehman Brothers Holdings, Inc., Lehman ALI Inc., Property Asset Management Inc. and PAMI LLC hold, directly or indirectly, all of the interests of the Designated Filer and LB Interstate LP LLC (the "Limited Partner").

2. Because the SEC's electronic filing system does not allow for the disclosure of more than 30 transactions on one Form 4, the Reporting Persons are filing two simultaneous Forms 4 to report their reportable transactions, both of which together shall be deemed a single report filed on this date. This is the second Form 4 of the two filings.

3. These shares are held directly by KFP/LB IHR II, LP, a limited partner of which is the Limited Partner and a general partner of which is the Designated Filer. Each Reporting Person disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein.

	/s/ Joseph J. Flannery as Authorized Signatory of LB Interstate GP LLC	07/31/2006
	/s/ Joseph J. Flannery as Authorized Signatory of LB Interstate LP LLC	07/31/2006
	/s/ Joseph J. Flannery as Authorized Signatory of Lehman Brothers Holdings, Inc.	07/31/2006
	/s/ Joseph J. Flannery as Authorized Signatory of Lehman ALI Inc.	07/31/2006
	/s/ Joseph J. Flannery as Authorized Signatory of Property Asset Management Inc.	07/31/2006
	/s/ Joseph J. Flannery as Authorized Signatory of PAMI LLC	07/31/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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