- Statement of Changes in Beneficial Ownership (4)

FORM 4 [ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * MCCURRY JAMES B	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                      _____ 10% Owner _____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle) 4501 NORTH FAIRFAX DRIVE, SUITE 500	3. Date of Earliest Transaction (MM/DD/YYYY) 3/17/2010
(Street) ARLINGTON, VA 22203 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _ X _ Form filed by One Reporting Person ___ 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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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, par value $.01 per share	3/17/2010		D (1)		6692	D (1)	$2.25	0	D

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: 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
Options (right to buy)	$14.70	3/17/2010		D   (2)			1000	(2)	5/18/2010	Common Stock	1000	(2)	0	D
Options (right to buy)	$10.00	3/17/2010		D   (2)			1000	(2)	6/14/2011	Common Stock	1000	(2)	0	D
Options (right to buy)	$3.25	3/17/2010		D   (2)			7500	(2)	8/1/2012	Common Stock	7500	(2)	0	D
Options (right to buy)	$4.75	3/17/2010		D   (2)			5000	(2)	6/11/2013	Common Stock	5000	(2)	0	D
Options (right to buy)	$5.35	3/17/2010		D   (2)			5000	(2)	5/28/2014	Common Stock	5000	(2)	0	D
Options (right to buy)	$4.58	3/17/2010		D   (2)			5000	(2)	6/3/2015	Common Stock	5000	(2)	0	D
Options (right to buy)	$6.75	3/17/2010		D   (2)			5000	(2)	6/2/2016	Common Stock	5000	(2)	0	D

Explanation of Responses:
( 1)	Disposed of pursuant to the Agreement and Plan of Merger, dated as of December 18, 2009, among Interstate Hotels & Resorts, Inc. (the "Issuer"), Interstate Operating Company, LP, Hotel Acquisition Company, LLC, HAC Merger Sub, Inc. and HAC Merger Partnership, L.P. (the "Merger Agreement"), pursuant to which (i) each outstanding share of the Issuer's common stock was canceled and converted into the right to receive $2.25 in cash, without interest and less any applicable withholding tax and (ii) each restricted stock award outstanding immediately prior to the effective time of the merger, whether or not vested, was converted into the right to receive an amount in cash, without interest and less applicable withholding taxes, equal to the product of $2.25 multiplied by the aggregate number of shares of the Issuer's common stock subject to such restricted stock award immediately prior to the effective time of the merger.
( 2)	Pursuant to the Merger Agreement, each stock option to purchase shares of the Issuer's common stock that remained outstanding immediately prior to the effective time of the merger, whether vested or unvested, was cancelled and, because none of the outstanding stock options had an exercise price of less than $2.25 per share, no payments were made in respect thereof.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MCCURRY JAMES B 4501 NORTH FAIRFAX DRIVE SUITE 500 ARLINGTON, VA 22203	X

Signatures
/s/ James B. McCurry		3/18/2010
** 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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